Alto Neuroscience, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2024 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
ALTO NEUROSCIENCE, INC.Stock Option Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 12th, 2024 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 16, 2022 (the “Closing Date”) is entered into among ALTO NEUROSCIENCE, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), K2 HEALTHVENTURES LLC as a lender, and the other lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), K2 HEALTHVENTURES LLC, as administrative agent for Lenders (in such capacity, together with its successors, “Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for Lenders (in such capacity, together with its successors, “Collateral Trustee”).
ALTO NEUROSCIENCE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 12th, 2024 • Alto Neuroscience, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 20, 2023, by and among ALTO NEUROSCIENCE, 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”.
Date] [Name] [Address] Re: Offer of Employment Dear [Name]:Employment Agreement • January 12th, 2024 • Alto Neuroscience, Inc. • Pharmaceutical preparations
You are currently employed by Alto Neuroscience, Inc. (the “Company”) in the position of [POSITION] (“[abbreviated title]”) with an original start date of [INSERT]. Your employment is subject to the terms and conditions set forth in this letter agreement (the “Agreement”). Certain terms set forth herein are defined in Section 8 below.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of October 4, 2021 (the “Effective Date”), by and between Teva Pharmaceutical Industries, Ltd., an Israeli company and its Affiliate, Cephalon, Inc., a Delaware corporation (collectively, “Seller”), on the one hand, and Alto Neuroscience, Inc., a Delaware corporation (“Purchaser”), on the other hand. Purchaser and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENT between SANOFI and ALTO NEUROSCIENCE, INC. Dated as of May 18, 2021License Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
With respect to the Commercial Milestone Events above, in the event that Commercial Milestone Event B is first achieved before the Commercial Milestone Event A is first achieved, or in the event that Commercial Milestone Event C is first achieved before Commercial Milestone Event B, or in the event that Commercial Milestone Event D is first achieved before Commercial Milestone Event C, then such earlier Commercial Milestone Payments shall be paid, and such Commercial Milestone Event shall be deemed to have been achieved, when such latter Milestone Event (B or C or D as applicable) is achieved.
EXCLUSIVE LICENSE AGREEMENT WITH EQUITYExclusive License Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • California
This Agreement (“Agreement”) between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Alto Neuroscience, Inc. (“Alto”), a corporation having a principal place of business at 153 2nd Street, Suite 107, Los Altos, CA 94022, is effective on the 6th day of December, 2019 (“Effective Date”).
PATENT AND KNOW-HOW LICENSE AGREEMENT by and between CERECOR INC. and ALTO NEUROSCIENCE, INC.Patent and Know-How License Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • Delaware
THIS PATENT AND KNOW-HOW LICENSE AGREEMENT (this “Agreement”), effective as of May 28, 2021 (the “Effective Date”), is by and between and Cerecor Inc., a corporation organized and existing under the laws of Delaware (“Cerecor”), and Alto Neuroscience, Inc., a corporation organized and existing under the laws of Delaware (“Licensee”). Cerecor and Licensee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
ALTO NEUROSCIENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2024 • Alto Neuroscience, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between ALTO NEUROSCIENCE, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • California
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), is dated as of October 18, 2021 (“Agreement Date”), by and between Palisade Bio, Inc., a Delaware corporation formerly known as Neuralstem Inc. (“Assignor”) and Alto Neuroscience, Inc., a Delaware corporation (the “Assignee”).
JOINT DEVELOPMENT AND LICENSE AGREEMENTJoint Development and License Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
This JOINT DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of September 25, 2023 (the “Effective Date”) by and between MEDRX CO., LTD., a Japanese corporation, having offices at 431-7 Nishiyama Higashikagawa-city, Kagawa, Japan769-2712 (“MedRx”), and ALTO NEUROSCIENCE, INC., a Delaware corporation, with a principal office at 369 South San Antonio Road, Los Altos, California 94022, USA (“Licensee”). MedRx and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
ContractWarrant Agreement • January 12th, 2024 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN DOW AGROSCIENCES LLC and NEURALSTEM, INC. December 1, 2016 CONFIDENTIALExclusive License Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • New York
This EXCLUSIVE LICENSE AGREEMENT including the exhibits referred to herein and hereby incorporated by reference (this “Agreement”) is entered into as of December 1, 2016 (the “Effective Date”) by and between DOW AGROSCIENCES LLC, a Delaware limited liability corporation (“Licensor”), with a place of business at 9330 Zionsville Road, Indianapolis, IN 46268, and NEURALSTEM, INC., a Delaware corporation (“Licensee”), with a place of business at 20271 Goldenrod Lane, 2nd Floor, Germantown, MD 20876. Each of Licensor and Licensee is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • December 28th, 2023 • Alto Neuroscience, Inc. • Pharmaceutical preparations • California
This ASSET TRANSFER AGREEMENT (this “Agreement”) is entered into as of October 18, 2021 (the “Agreement Date”), by and between Alto Neuroscience, Inc., a Delaware corporation (“Buyer”), and Palisade Bio, Inc. (formerly Seneca Biopharma, Inc.), a Delaware corporation (“Seller”) (Buyer and Seller are each referred to herein as a “Party” and together as the “Parties”).
