Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”) and [ ] (“Indemnitee”).
TRANSITION SERVICES AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019Transition Services Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.
CYCLERION THERAPEUTICS, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Severance Agreement (this “Agreement”) is made as of the day of [ ], (the “Effective Date”) by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and [ ] (the “Executive”).
EMPLOYEE MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019Employee Matters Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned subsidiary of Ironwood. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of , (the “Separation Agreement”).
SEPARATION AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019Separation Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SEPARATION AGREEMENT (this “Agreement”), dated as of , 2019, is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and a wholly owned Subsidiary of Ironwood. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
DEVELOPMENT AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019Development Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This DEVELOPMENT AGREEMENT (this “Agreement”), dated as of , 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.
TAX MATTERS AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019Tax Matters Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2019, by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation and wholly owned Subsidiary of Ironwood. (Ironwood and Cyclerion are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
RESTRICTED STOCK AGREEMENT CYCLERION THERAPEUTICS, INC.Restricted Stock Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
AGREEMENT made as of the day of (the “Grant Date”), between Cyclerion Therapeutics, Inc. (the “Company”), a Massachusetts corporation, and (the “Participant”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of , 2019Intellectual Property License Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and effective as of , 2019 (the “Effective Date”) by and between Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation, and Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation (each of Cyclerion and Ironwood being a “Party,” and collectively, the “Parties”).
COMMON STOCK PURCHASE AGREEMENT by and between CYCLERION THERAPEUTICS, INC., and THE INVESTORS NAMED HEREIN Dated as of January 7, 2019Common Stock Purchase Agreement • January 28th, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2019, is entered into by and between Cyclerion Therapeutics, Inc., a Massachusetts corporation (the “Company”), and the Persons named on the signature pages hereto under the heading “Investors”, including those Persons who become parties to this Agreement after the date hereof as “Investors” by signing a counterpart signature page hereto pursuant to Section 1.2 (together, the “Investors”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
