CIVITAS THERAPEUTICS, INC. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
FORM OF INDEMNIFICATION AGREEMENT [(WITH SECONDARY FUND INDEMNIFICATION)]Indemnification Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [—] between Civitas Therapeutics, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”).
ContractWarrant Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 21, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CIVITAS THERAPEUTICS, INC, a Delaware corporation with offices located at 190 Everett Avenue, Chelsea, MA 02150 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
Civitas Therapeutics, Inc. Nonstatutory Stock Option Agreement Granted Under 2010 Stock Incentive PlanNonstatutory Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
Civitas Therapeutics, Inc. Incentive Stock Option Agreement Granted Under 2010 Stock Incentive PlanIncentive Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
CONSULTING AGREEMENTConsulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (together with its attachments, this “Agreement”) made as of the date written above (the “Effective Date”) is between Civitas Therapeutics, Inc., a Delaware corporation having an address at 190 Everett Ave., Chelsea, MA 02150 (“CIVITAS”) and the consultant named on the signature page (“Consultant”). CIVITAS desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to CIVITAS, all as provided in this Agreement.
CIVITAS THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT (Executive Officer Award)Incentive Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Civitas Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Civitas Therapeutics, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).
CIVITAS THERAPEUTICS, INC. NON-STATUTORY STOCK OPTION AGREEMENT (Non-Executive Employee Award)Non-Statutory Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Civitas Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Civitas Therapeutics, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).
CONSULTING AGREEMENTConsulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of January 26, 2014 (the “Effective Date”) by and between Civitas Therapeutics, Inc., a Delaware corporation with a principal business address at 190 Everett Avenue Chelsea, MA 02150 (“Civitas”), and Glenn Batchelder with an address at [—] (“Consultant”). Civitas desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Civitas, all as provided in this Agreement.
CONSULTING AGREEMENT AMENDMENTConsulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Consulting Agreement Amendment (hereinafter the “Amendment”) is made effective as of January 1, 2013 (the “Amendment Effective Date”) between Civitas Therapeutics, Inc. (“CIVITAS”) and Robert Roche (“Consultant”).
AMENDMENT B December 4, 2006Lease Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
CORREGIDOR THERAPEUTICS, INC. Amended and Restated Stock Restriction AgreementStock Restriction Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
WHEREAS, [—] (the “Stockholder”) is the holder of [—] shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of Corregidor Therapeutics, Inc., a Delaware corporation (the “Company”), after giving effect to a stock-split effected by the Amended and Restated Certificate of Incorporation filed December 22, 2010;
AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 12th day of September 2014, is entered into by Civitas Therapeutics, Inc., a Delaware corporation with its principal place of business at 190 Everett Avenue Chelsea, MA 02150 (the “Company”), and Mark Iwicki, residing at [—] (the “Executive”).
SUBLEASESublease • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Sublease (the “Sublease”) is made as of the 27th day of December 2010 by and between ALKERMES, INC., a Pennsylvania corporation having an address at 852 Winter Street, Waltham, Massachusetts 02451-1420 (“Sublandlord”), and CORREGIDOR THERAPEUTICS, INC., a Delaware corporation having an address at 384 Powder Mill Road, Concord, MA 01742 (“Subtenant”).
AMENDMENT A August 22, 2002Lease Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIRST AMENDMENTLicense Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR), and to a Joint Invention Agreement by and between M.I.T. and the PENNSYLVANIA STATE RESEARCH FOUNDATION (hereinafter PSRF).
SECOND AMENDMENTLicense Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997, by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR).
Civitas Therapeutics, Inc.Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter confirms the termination of the Consulting Agreement dated December 12, 2013 (the “Consulting Agreement”), regarding your service as a member of the Board of Directors (the “Board”) of Civitas Therapeutics, Inc. (the “Company”). Accordingly, pursuant to Section 7.3(b) of the Consulting Agreement and effective as of the day immediately preceding the day on which the initial public offering of the Company’s common stock is consummated, the Company hereby terminates the Consulting Agreement and, by signing below, you hereby acknowledge and agree to such termination of the Consulting Agreement. Upon termination of the Consulting Agreement, you shall be entitled to compensation as a member of the Board pursuant to the Company’s non-employee director compensation policies, as in effect from time to time. For the avoidance of doubt, the terms of sections 1, 5, 6 and 8 of the Consulting Agreement shall survive its termination and the termination of the Consulting Agreement will not
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FOURTH AMENDMENTLicense Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment pertains to the License Agreement (hereinafter the “License Agreement”) effective August 11, 1997 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY (hereinafter M.I.T.) and ADVANCED INHALATION RESEARCH, INC. (hereinafter AIR), and to a Joint Invention Agreement by and between M.I.T. and the PENNSYLVANIA STATE RESEARCH FOUNDATION (hereinafter PSRF).
Civitas Therapeutics, Inc.Consulting Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This letter confirms the termination of the Consulting Agreement dated December 16, 2011, as amended January 1, 2013 (the “Consulting Agreement”), regarding your service as a member of the Board of Directors (the “Board”) of Civitas Therapeutics, Inc. (the “Company”). Accordingly, pursuant to Section 7.3(b) of the Consulting Agreement and effective as of the day immediately preceding the day on which the initial public offering of the Company’s common stock is consummated, the Company hereby terminates the Consulting Agreement and, by signing below, you hereby acknowledge and agree to such termination of the Consulting Agreement. Upon termination of the Consulting Agreement, you shall be entitled to compensation as a member of the Board pursuant to the Company’s non-employee director compensation policies, as in effect from time to time. For the avoidance of doubt, the terms of sections 1, 5, 6 and 8 of the Consulting Agreement shall survive its termination and the termination of the C
LEASELease • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
Lease dated as of the 6th day of December, 2000, by and between H&N Associates, LLC, a Massachusetts Limited Liability Company, as landlord (“Landlord”), and Advanced Inhalation Research, Inc., a Delaware Corporation, as tenant (“Tenant”).
CIVITAS THERAPEUTICS, INC. DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENTDirector Non-Statutory Stock Option Agreement • September 15th, 2014 • Civitas Therapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (this “Agreement”) evidences a stock option granted by Civitas Therapeutics, Inc. (the “Company”) to the undersigned (the “Optionee”) pursuant to and subject to the terms of the Civitas Therapeutics, Inc. 2014 Equity Incentive Plan (as amended from time to time, the “Plan”).
