AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and Stephen Brannan, M.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”).
KARUNA THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
KARUNA THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Karuna Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
OFFICE LEASE by and between T-C 33 ARCH STREET LLC a Delaware limited liability company (“Landlord”) and KARUNA PHARMACEUTICALS, INC. a Delaware corporation (“Tenant”) Dated as of November 2, 2018Office Lease • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
THIS OFFICE LEASE (this “Lease”) is made between T-C 33 Arch Street LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE KARUNA THERAPEUTICS, INC.Incentive Stock Option Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
KARUNA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 15th day of March, 2019, by and among Karuna Therapeutics, 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.”
EXCLUSIVE PATENT LICENSE AGREEMENT by and between PURETECH VENTURES LLC and KARUNA PHARMACEUTICALS, INC.Exclusive Patent License Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “Effective Date”), is between PureTech Ventures LLC, a Delaware limited liability company (“PureTech”), and Karuna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). PureTech and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE KARUNA THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER KARUNA THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
CONFIDENTIAL LICENSE AGREEMENTLicense Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made effective as of May 9, 2012 (the “Effective Date”), by and between Eli Lilly and Company, an Indiana corporation (“Lilly”) having an address at Lilly Corporate Center, Indianapolis, Indiana 46285, and Karuna Pharmaceuticals, Inc., a Delaware corporation (“Karuna”) having an address at 500 Boylston Street, Suite 1600, Boston, MA 02116, USA.
RESTRICTED STOCK AWARD AGREEMENT UNDER THE KARUNA THERAPEUTICS, INC.Restricted Stock Award Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Karuna Therapeutics, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER KARUNA THERAPEUTICS, INC.Restricted Stock Unit Award Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE KARUNA THERAPEUTICS, INC.Non-Qualified Stock Option Agreement • May 31st, 2019 • Karuna Therapeutics, Inc. • Pharmaceutical preparations
Pursuant to the Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Karuna Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
