SAGE THERAPEUTICS, INC. [—] Shares of Common Stock Underwriting Agreement (this “Agreement”)Underwriting Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • New York
Sage 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 you are acting as representatives (the “Representatives”), an aggregate of [—] shares of Common Stock, par value $0.0001 per share (the “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”.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 11, 2014, by and among Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
SAGE THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Severance and Change in Control Agreement (“Agreement”) is made as of the day of , 2014 by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and shall become effective on the date of the effectiveness of the Company’s registration statement on Form S-1 under the Securities Exchange Act of 1933, as amended.
SAGE THERAPEUTICS, INC. Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment AgreementEmployee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations
In consideration and as a condition of my employment or continued employment by Sage Therapeutics, Inc., a Delaware corporation (the “Company”), I agree as follows:
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
avoidance of doubt, if the same Licensed Product first achieves one or more given milestones for two Additional Subfields, then the milestone payment for that event must be paid twice; and in no event shall the maximum payment under this Section 4.1(b)(ii) exceed $[…***…]) are as follows. Subject to the preceding sentence, if any such milestone is achieved in the relevant Additional Subfield before all prior sequential milestones have been actually achieved in such Additional Subfield, then any and all prior sequential milestones which were not previously actually achieved with respect to such Additional Subfield shall be deemed to have thereby been achieved, and the milestone payments for such deemed-achieved milestones shall also be payable with respect to such Additional Subfield within such […***…] days.
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 EXCLUSIVE LICENSE AGREEMENT PREAMBLEExclusive License Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • New York
Milestone Extensions: Licensee may elect to extend each of the non-financial diligence milestones indicated above only once by an extension period of […***…] months by making a […***…] dollar ($[…***…]) payment (the “Milestone Extension Fee”) for each such […***…] month extension provided that Licensee may exercise no more than three separate extensions (i.e., non-financial diligence milestone (e) above may not be extended beyond 14 years after the Effective Date as a result of Licensee’s exercise of such extension right). If a specific milestone is extended, then the subsequent milestones are extended automatically by […***…] months without requiring an additional payment. In addition, the non-financial diligence milestones indicated above shall each extend by a period of […***…] months to reflect any delay in the achievement of the applicable milestone attributable to External Factors.
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 SUPPLY AGREEMENTSupply Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 11119 North Torrey Pines Road, Suite 200, La Jolla, California 92037 (“CyDex”); and
Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 Non-Exclusive License Agreement between The Regents of the University of California and...Non-Exclusive License Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations • California
This non-exclusive license agreement (“Agreement”) is effective this 23rd day of October 2013 (“Effective Date”), by and between The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, as represented by its Davis campus, having an address at UC Davis InnovationAccess, 1850 Research Park Drive, Suite 100, Davis, California 95618 and Sage Therapeutics, Inc. (“Licensee”), a Delaware corporation, having a principal place of business at 215 First Street, Cambridge, Massachusetts 02142. The Regents and Licensee will be referred to herein, on occasion, individually as “Party” or collectively as “Parties.”
SAGE THERAPEUTICS, INC. Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment AgreementEmployee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement • July 8th, 2014 • Sage Therapeutics, Inc. • Pharmaceutical preparations
In consideration and as a condition of my employment or continued employment by Sage Therapeutics, Inc., a Delaware corporation (the “Company”). I agree as follows:
