INDEMNIFICATION AGREEMENTIndemnification Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
Decibel Therapeutics, Inc. STOCK OPTION AGREEMENTStock Option Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Decibel Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
NOTE: UNLESS THE SHARES ARE FULLY VESTED UPON GRANT, IT IS GENERALLY ADVISABLE FOR THE PARTICIPANT TO FILE 83(B) ELECTION.] DECIBEL THERAPEUTICS, INC. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLANRestricted Stock Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [____] day of [_____________], 20[ ], between Decibel Therapeutics, Inc., a Delaware corporation (the “Company”), and [________________________] (the “Participant”).
Decibel Therapeutics, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This restricted stock award satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Missouri
THIS EXCLUSIVE LICENSE AGREEMENT (“AGREEMENT”) is made and entered into the date of last signature (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri (“UNIVERSITY”) and DECIBEL THERAPEUTICS, INC., a Delaware for-profit corporation having offices at 1325 Boylston Street, Suite 500, Boston, MA 02215 (“LICENSEE”). UNIVERSITY and LICENSEE may sometimes be referred to herein as a “PARTY” or “PARTIES” as the case may be.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. LICENSE AGREEMENT between THE...License Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • California
This license agreement (“Agreement”) is made effective October 03, 2019 (“Effective Date”), by and between The Regents of the University of California, a California public corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its Office of Technology Management, University of California San Francisco (“UCSF”), 600 16th Street, Suite S-272, San Francisco, CA 94143 and Decibel Therapeutics, a Delaware corporation, having a principal place of business 1325 Boylston Street Suite 500, Boston, Massachusetts 02215 (“Licensee”).
VAN NESS BOSTON, MASSACHUSETTS LEASE FROM BOYLSTON WEST LLC TO DECIBEL THERAPEUTICS, INC.Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as Van Ness, Boston, Massachusetts.
CONSULTING AGREEMENTConsulting Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of February 1, 2020 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Steven H. Holtzman (“Consultant”).
Re: Decibel Therapeutics, Inc. Change in Control AgreementDecibel Therapeutics, Inc. • January 22nd, 2021 • Pharmaceutical preparations • Massachusetts
The Company desires to provide you with accelerated vesting of equity in the event of termination after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change in Control Agreement (the “Agreement”) between Decibel Therapeutics, Inc. (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and (“you”), to be effective on ___________, 20[ ] (the “Effective Date”). Terms that are not defined herein where used appear on Exhibit A hereto. This benefit of stock is in lieu of any acceleration benefit that would otherwise be payable to you under any employment agreement between you and the Company, any severance pay plan maintained by the Company for the benefit of Company employees, or by statute. This Agreement does not represent an employment contract for any defin
Re: Decibel Therapeutics, Inc. Change in Control AgreementDecibel Therapeutics, Inc. • January 22nd, 2021 • Pharmaceutical preparations • Massachusetts
The Company desires to provide you with accelerated vesting of equity after a change in control (as defined herein) in certain circumstances. Accordingly, the Company agrees to provide a change in control benefit to you on the terms and conditions set forth in this Change in Control Agreement (the “Agreement”) between Decibel Therapeutics, Inc. (the “Company,” which term shall include any successor by merger, consolidation, sale of substantially all of the Company’s assets or otherwise) and (“you”), to be effective on the same day as your employment commences (the “Effective Date”). Terms that are not defined herein where used appear on Exhibit A hereto. This benefit of stock is in lieu of any acceleration benefit that would otherwise be payable to you under any employment agreement between you and the Company, any severance pay plan maintained by the Company for the benefit of Company employees, or by statute. This Agreement does not represent an employment contract for any definite t
CONSULTING AGREEMENTConsulting Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (together with its Schedule A, this “Agreement”) made as of November 11, 2019 (the “Effective Date”), is between Decibel Therapeutics, Inc., with a principal business address at 1325 Boylston St., Suite 500, Boston, MA 02215 USA (“Decibel”), and Laurence Reid, PhD (“Consultant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. STANDARD EXCLUSIVE LICENSE...Standard Exclusive License Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Agreement is effective as of the last signature on this agreement, (the “Effective Date”) between the University of Florida Research Foundation, Incorporated, a nonstock, nonprofit Florida corporation (“UFRF”), and Decibel Therapeutics, Inc., a Corporation organized under the laws of the state of Delaware (“Licensee”).
SUBLEASE AGREEMENTSublease Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations
THIS SUBLEASE AGREEMENT, dated June 20, 2019 (this “Sublease”), is entered into by and between United HealthCare Services, Inc., a Minnesota corporation (“Sublandlord”), and Decibel Therapeutics, Inc., a Delaware corporation (“Subtenant”).
DECIBEL THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2015 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • January 22nd, 2021 • Decibel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
