Neumora Therapeutics, Inc. [●] Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • September 11th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Neumora Therapeutics, Inc. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • October 1st, 2024 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Neumora Therapeutics, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • September 11th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
NEUMORA THERAPEUTICS, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 7th, 2024 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Executive Employment Agreement (the “Agreement) is entered into between Neumora Therapeutics, Inc., a Delaware corporation f/k/a RBNC Therapeutics, Inc. (the “Company”), and Carol Y. Suh (“Executive” and, together with the Company, the “Parties”) effective as of January 1, 2023 (the “Effective Date”). This Agreement supersedes in its entirety that certain Executive Employment Agreement between Executive and the Company dated as of April 11, 2022 (the “Prior Agreement”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT NEUMORA THERAPEUTICS, INC. September 22, 2022Investors’ Rights Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 22, 2022, by and among Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors in the Company’s Series B Preferred Stock (the “Series B Investors”), the investors in the Company’s Series A-2 Preferred Stock (the “Series A-2 Investors”), and the investors in the Company’s Series A-1 Preferred Stock (the “Series A-1 Investors,” together with the Series A-2 Investors, the “Series A Investors,” and together with the Series B Investors, the “Investors”) listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
BLACKTHORN THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • September 20th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
Blackthorn Therapeutics, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
EXCLUSIVE LICENSE AGREEMENT FOR GCASE by and between AMGEN INC. and RBNC Therapeutics, Inc. Dated as of September 10, 2021Exclusive License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This EXCLUSIVE LICENSE AGREEMENT FOR GCASE (this “Agreement”) is entered into as of September 10, 2021 (the “Execution Date”) by and between AMGEN INC. (“AMGEN”), and RBNC Therapeutics, Inc. (“RBNC”). RBNC and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. AGREEMENT AND PLAN OF MERGER by and among RBNC...Merger Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 24, 2020, is by and among RBNC Therapeutics, Inc., a Delaware corporation (“Parent”), Alairion Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Alairion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Alairion, Inc., a Delaware corporation (the “Company”), and John F. Dee, solely in his capacity as the Stockholders’ Representative (“Stockholders’ Representative”).
LICENSE AGREEMENTLicense Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This License Agreement is effective as of November 23, 2015 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and BLACKTHORN THERAPEUTICS, INC. (“Licensee”), a Delaware corporation located at 329 Oyster Point Blvd, South San Francisco, 94080.
RBNC THERAPEUTICS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the award summary tab (the “Grant Notice”) on the website to which this Restricted Stock Purchase Agreement (this “Agreement”) is associated, RBNC Therapeutics, Inc., a Delaware corporation (the “Company”), has granted to the holder set forth in the Grant Notice (the “Purchaser”) the right to purchase the number of shares of the Company’s Common Stock set forth in the Grant Notice (the “Shares”) at the purchase price set forth in the Grant Notice (the “Stock Purchase Right”) under the Company’s 2020 Equity Incentive Plan (the “Plan”). By his or her electronic acceptance of the Stock Purchase Right on the Grant Notice, Purchaser agrees to be bound by the terms and conditions of the Plan, this Agreement and the Grant Notice. Purchaser has reviewed this Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Stock Purchase Right and fully understands the provisions of the Grant Notice, this Agree
NEUMORA THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONSULTING AGREEMENT (“Agreement”) is entered into effective as of May 20, 2023 (the “Effective Date”) by and between NEUMORA THERAPEUTICS, INC. (“Neumora” or the “Company”), and John Dunlop (“Consultant”). Neumora desires to retain Consultant as an independent contractor to perform consulting services for Neumora, and Consultant is willing to perform such services, on the terms described below.
RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between AMGEN INC. and RBNC THERAPEUTICS, INC. Dated as of September 10, 2021Research Collaboration and License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 10, 2021 (the “Execution Date”) is by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320, USA (“Amgen”) and RBNC Therapeutics, Inc., a Delaware corporation having an address at 1700 Owens Street, #535, San Francisco, California 94158, USA (“RBNC”). Amgen and RBNC are each hereafter referred to individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (“Amendment”) is entered into effective as of November 13, 2017 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 (the “License Agreement”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and BLACKTHORN THERAPEUTICS, INC., a Delaware corporation (“Licensee”). Capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement.
NEUMORA THERAPEUTICS, INC. EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is made and entered into effective as of July 3, 2023 (the “Effective Date”), by and between Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and Paul L. Berns, an individual (the “Chairman”).
SEPARATION AGREEMENTSeparation Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Separation Agreement (the “Agreement”) by and between John Dunlop (“Executive”), and Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement, which, for the avoidance of doubt, shall not be prior to the Termination Date (as defined below), if not revoked in accordance with Section 5(c)(iii) (the “Effective Date”) with reference to the following facts:
LICENSE AGREEMENTLicense Agreement • February 14th, 2022 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement (this “Agreement”) is entered into as of this 15th day of June, 2020 (the “Effective Date”), by and between Syllable Life Sciences, Inc., a corporation existing under the laws of Delaware, having a place of business at c/o Cambridge Innovation Center, 1 Broadway, 14th floor, Cambridge, MA 02142 (“Syllable”) and President and Fellows of Harvard College, an educational and charitable corporation existing under the laws and the constitution of the Commonwealth of Massachusetts, having a place of business at Richard A. and Susan F. Smith Campus Center, Suite 727E, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • December 23rd, 2021 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO LICENSE AGREEMENT (“Amendment No. 1”) is effective March 31, 2021 (the “Amendment No. 1 Effective Date”) and is made by and between Syllable Life Sciences, Inc. (“Syllable”), and the President and Fellows of Harvard College, (“Harvard”). This Amendment No. 1 shall serve as an amendment to that certain License Agreement dated June 15, 2020 by and between the parties (the “Agreement”). Except as expressly modified hereby, the Agreement shall continue in full force according to its terms. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the same meaning as set forth in the Agreement.
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • February 14th, 2022 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO LICENSE AGREEMENT (“Amendment No. 1”) is effective March 31, 2021 (the “Amendment No. 1 Effective Date”) and is made by and between Syllable Life Sciences, Inc. (“Syllable”), and the President and Fellows of Harvard College, (“Harvard”). This Amendment No. 1 shall serve as an amendment to that certain License Agreement dated June 15, 2020 by and between the parties (the “Agreement”). Except as expressly modified hereby, the Agreement shall continue in full force according to its terms. Capitalized terms used in this Amendment No. 1 and not otherwise defined herein shall have the same meaning as set forth in the Agreement.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 14th, 2022 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (“Amendment”) is entered into effective as of April 9, 2019 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 as amended on November 13, 2017 (the “Agreement”) by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI“), and BLACKTHORN THERAPEUTICS, NC., a Delaware corporation (“Licensee”).
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (“Amendment”) is entered into effective as of April 9, 2019 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 as amended on November 13, 2017 (the “Agreement”) by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI“), and BLACKTHORN THERAPEUTICS, NC., a Delaware corporation (“Licensee”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. LICENSE AGREEMENT BETWEEN VANDERBILT UNIVERSITY...License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This License Agreement (this “Agreement”), by and between Vanderbilt University, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“Vanderbilt”), and Neumora Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, with a principal place of business at 65 Grove Street, Suite 102, Watertown, Massachusetts, 02472 (“Neumora”) (each a “Party” and collectively the “Parties”), is effective as of the 10th day of February, 2022 (the “Effective Date”).
RBNC THerapeutics, Inc. MILESTONE CARVEOUT PlanMilestone Carveout Plan • May 7th, 2024 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 23rd, 2021 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (“Amendment”) is entered into effective as of April 9, 2019 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 as amended on November 13, 2017 (the “Agreement”) by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI“), and BLACKTHORN THERAPEUTICS, NC., a Delaware corporation (“Licensee”).
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 11th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made as of June 14, 2022 (the “Amendment Effective Date”), by and between Amgen Inc., with its principal offices at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”) and Neumora Therapeutics, Inc. with its principal offices at 65 Grove Street, Watertown, Massachusetts 02472, (“Neumora”, f/k/a RBNC Therapeutics, Inc.). Amgen and Neumora are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (this “Amendment”) is effective as of July 17, 2023 (the “Amendment Date”) and is made to that certain License Agreement by and between Vanderbilt University, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“Vanderbilt”), and Neumora Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, with a principal place of business at 490 Arsenal Way, Suite 200, Watertown, Massachusetts, 02472 (“Neumora”) effective as of the 10th day of February, 2022 (the “Agreement”). Each of Neumora and Vanderbilt may be referred to individually as a “Party” and collectively as the “Parties”. All Capitalized terms used but not defined herein will have the meaning given to such terms in the Agreement.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 6th, 2024 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (this “Amendment”) is effective as of May 10, 2024 (the “Second Amendment Date”) and is made to that certain License Agreement by and between Vanderbilt University, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“Vanderbilt”), and Neumora Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, with a principal place of business at 490 Arsenal Way, Suite 200, Watertown, Massachusetts, 02472 (“Neumora”) effective as of the 10th day of February, 2022 as amended by the First Amendment to License Agreement dated as of July 17, 2023 (the “Agreement”). Each of Neumora and Vanderbilt may be referred to individually as a “Party” and collectively as the “Parties”. All Capitalized terms used but not defined herein will have the meaning given to such terms in the Agreement.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 23rd, 2021 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (“Amendment”) is entered into effective as of November 13, 2017 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 (the “License Agreement”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and BLACKTHORN THERAPEUTICS, INC., a Delaware corporation (“Licensee”). Capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement.
