QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
Suite 324 Baltimore, MD 21231 May 5, 2015Cerecor Inc. • June 12th, 2015 • Pharmaceutical preparations • Delaware
On behalf of Cerecor Inc., a Delaware corporation (the “Company”), we are pleased to offer you a position with the Company under the terms set forth in this letter agreement (the “Agreement”).
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT by and between Eli Lilly and Company and CERECOR INC.How License Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT (this "Agreement"), effective as of this 18th day of February, 2015 (the "Effective Date"), is by and between Eli Lilly and Company ("Lilly"), and Cerecor Inc. ("Cerecor"), a corporation organized and existing under the laws of Delaware (hereinafter referred to as "Licensee"). Lilly and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
LEASE AGREEMENTLease Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Maryland
THIS LEASE AGREEMENT is made and entered into on this 8 day of Aug. 2013, by and between PDL PRATT ASSOCIATES, LLC a Maryland Limited Liability Company having an office at 32 Lafayette Place, Greenwich, Connecticut 06830, hereinafter called “Landlord” and CERECOR, INC., a Delaware Corporation having an office at 2400 Boston Street, Suite 324, Baltimore, Maryland 21224, hereinafter called “Tenant”.
CERECOR, INC. WARRANT TO PURCHASE COMMON STOCKCerecor Inc. • June 12th, 2015 • Pharmaceutical preparations • Delaware
This warrant (this "Warrant") is issued as part of a series of warrants (collectively, the "Warrants") pursuant to the terms of that certain Convertible Promissory Note and Warrant Purchase Agreement (as amended, the "Agreement") dated as of [ · ], 2014 to the persons and entities listed on the Schedule of Purchasers attached to the Agreement (collectively, the "Holders").
SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement"), is made as of the 11th day of July, 2014, by and among Cerecor Inc., a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor."
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT by and between ESSEX CHEMIE AG and CERECOR INC.How License Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT (this “Agreement”), effective as of March 19, 2013 (the “Effective Date”), is by and between Essex Chemie AG, a Swiss corporation, having a principal place of business at Weystrasse 20, 6000 Lucerne 6, Switzerland (“Merck”), and Cerecor Inc. (“Cerecor”), a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 19, 2014 and is entered into by and between CERECOR INC., a Delaware corporation, and each of its Domestic Subsidiaries (hereinafter collectively referred to as the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as "Lender") and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the "Agent").
CERECOR INC. WARRANT TO PURCHASE COMMON STOCKCerecor Inc. • June 12th, 2015 • Pharmaceutical preparations • Delaware
This warrant (this "Warrant") is issued pursuant to the terms of that certain letter agreement (the "Agreement") dated as of April 1, 2014, by and between the Company and the Holder.
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT by and between ESSEX CHEMIE AG and CERECOR INC.Exclusive Patent And • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT (this “Agreement”), effective as of March 19, 2013 (the “Effective Date”), is by and between Essex Chemie AG, a Swiss corporation, having a principal place of business at Weystrasse 20, 6000 Lucerne 6, Switzerland (“Merck”), and Cerecor Inc. (“Cerecor”), a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Cerecor CONSULTING AND INDEPENDENT CONTRACTOR AGREEMENTConsulting and Independent Contractor Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This Agreement (the “Agreement”) is made and entered into as of May 28, 2015, by and between Cerecor, Inc (the “Company”), and Mariam Morris (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform Services for the Company and Consultant is willing to perform such Services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
