NEUMORA THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Executive Employment Agreement (the “Agreement) is entered into between Neumora Therapeutics, Inc., a Delaware corporation f/k/a RBNC Therapeutics, Inc. (the “Company”), and Joshua Pinto (“Executive” and, together with the Company, the “Parties”) effective as of April 11, 2022 (the “Effective Date”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of May 7, 2021 (the “Prior Agreement”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT NEUMORA THERAPEUTICS, INC. September 22, 2022Investors’ Rights Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 22, 2022, by and among Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors in the Company’s Series B Preferred Stock (the “Series B Investors”), the investors in the Company’s Series A-2 Preferred Stock (the “Series A-2 Investors”), and the investors in the Company’s Series A-1 Preferred Stock (the “Series A-1 Investors,” together with the Series A-2 Investors, the “Series A Investors,” and together with the Series B Investors, the “Investors”) listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
RBNC THERAPEUTICS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the option grant summary tab (“Grant Notice”) on the website to which this Stock Option Agreement (this “Agreement”) is associated, RBNC Therapeutics, Inc. (the “Company”) has granted to the option holder set forth in the Grant Notice (“Participant”) an option (the “Option”) under the Company’s 2020 Equity Incentive Plan (the “Plan”) to purchase the number of shares (the “Shares”) indicated in the Grant Notice. By his or her electronic acceptance of this Option on the Grant Notice, Participant agrees to be bound by the terms and conditions of the Plan, this Agreement and the Grant Notice. Participant has reviewed this Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Option and fully understands all provisions of the Grant Notice, this Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. AGREEMENT AND PLAN OF MERGER by and among RBNC...Agreement and Plan of Merger • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 24, 2020, is by and among RBNC Therapeutics, Inc., a Delaware corporation (“Parent”), Alairion Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Alairion Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Alairion, Inc., a Delaware corporation (the “Company”), and John F. Dee, solely in his capacity as the Stockholders’ Representative (“Stockholders’ Representative”).
LICENSE AGREEMENTLicense Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This License Agreement is effective as of November 23, 2015 (the “Effective Date”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and BLACKTHORN THERAPEUTICS, INC. (“Licensee”), a Delaware corporation located at 329 Oyster Point Blvd, South San Francisco, 94080.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Second Amendment (“Amendment”) is entered into effective as of April 9, 2019 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 as amended on November 13, 2017 (the “Agreement”) by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI“), and BLACKTHORN THERAPEUTICS, NC., a Delaware corporation (“Licensee”).
EXCLUSIVE LICENSE AGREEMENT FOR CK1d by and between AMGEN INC. and RBNC Therapeutics, Inc. Dated as of September 10, 2021Exclusive License Agreement for Ck1d • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This EXCLUSIVE LICENSE AGREEMENT FOR CK1d (this “Agreement”) is entered into as of September 10, 2021 (the “Execution Date”) by and between AMGEN INC. (“AMGEN”), and RBNC Therapeutics, Inc. (“RBNC”). RBNC and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RBNC THERAPEUTICS, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Pursuant to the award summary tab (the “Grant Notice”) on the website to which this Restricted Stock Purchase Agreement (this “Agreement”) is associated, RBNC Therapeutics, Inc., a Delaware corporation (the “Company”), has granted to the holder set forth in the Grant Notice (the “Purchaser”) the right to purchase the number of shares of the Company’s Common Stock set forth in the Grant Notice (the “Shares”) at the purchase price set forth in the Grant Notice (the “Stock Purchase Right”) under the Company’s 2020 Equity Incentive Plan (the “Plan”). By his or her electronic acceptance of the Stock Purchase Right on the Grant Notice, Purchaser agrees to be bound by the terms and conditions of the Plan, this Agreement and the Grant Notice. Purchaser has reviewed this Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Stock Purchase Right and fully understands the provisions of the Grant Notice, this Agree
NEUMORA THERAPEUTICS, INC. CONSULTING AGREEMENTConsulting Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONSULTING AGREEMENT (“Agreement”) is entered into effective as of May 20, 2023 (the “Effective Date”) by and between NEUMORA THERAPEUTICS, INC. (“Neumora” or the “Company”), and John Dunlop (“Consultant”). Neumora desires to retain Consultant as an independent contractor to perform consulting services for Neumora, and Consultant is willing to perform such services, on the terms described below.
EXCLUSIVE LICENSE AGREEMENT FOR GCASE by and between AMGEN INC. and RBNC Therapeutics, Inc. Dated as of September 10, 2021Exclusive License Agreement for Gcase • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This EXCLUSIVE LICENSE AGREEMENT FOR GCASE (this “Agreement”) is entered into as of September 10, 2021 (the “Execution Date”) by and between AMGEN INC. (“AMGEN”), and RBNC Therapeutics, Inc. (“RBNC”). RBNC and AMGEN are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between AMGEN INC. and RBNC THERAPEUTICS, INC. Dated as of September 10, 2021Research Collaboration and License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 10, 2021 (the “Execution Date”) is by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320, USA (“Amgen”) and RBNC Therapeutics, Inc., a Delaware corporation having an address at 1700 Owens Street, #535, San Francisco, California 94158, USA (“RBNC”). Amgen and RBNC are each hereafter referred to individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (“Amendment”) is entered into effective as of November 13, 2017 and is made to the EXCLUSIVE LICENSE AGREEMENT dated November 23, 2015 (the “License Agreement”), by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“TSRI”), and BLACKTHORN THERAPEUTICS, INC., a Delaware corporation (“Licensee”). Capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement.
NEUMORA THERAPEUTICS, INC. EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is made and entered into effective as of July 3, 2023 (the “Effective Date”), by and between Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and Paul L. Berns, an individual (the “Chairman”).
SEPARATION AGREEMENTSeparation Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Separation Agreement (the “Agreement”) by and between John Dunlop (“Executive”), and Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement, which, for the avoidance of doubt, shall not be prior to the Termination Date (as defined below), if not revoked in accordance with Section 5(c)(iii) (the “Effective Date”) with reference to the following facts:
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. LICENSE AGREEMENT BETWEEN VANDERBILT UNIVERSITY...License Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This License Agreement (this “Agreement”), by and between Vanderbilt University, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“Vanderbilt”), and Neumora Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, with a principal place of business at 65 Grove Street, Suite 102, Watertown, Massachusetts, 02472 (“Neumora”) (each a “Party” and collectively the “Parties”), is effective as of the 10th day of February, 2022 (the “Effective Date”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is treated by the Registrant as private or confidential. FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • August 25th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This First Amendment (this “Amendment”) is effective as of July 17, 2023 (the “Amendment Date”) and is made to that certain License Agreement by and between Vanderbilt University, a not-for-profit corporation, organized and existing under the laws of the state of Tennessee (“Vanderbilt”), and Neumora Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, with a principal place of business at 490 Arsenal Way, Suite 200, Watertown, Massachusetts, 02472 (“Neumora”) effective as of the 10th day of February, 2022 (the “Agreement”). Each of Neumora and Vanderbilt may be referred to individually as a “Party” and collectively as the “Parties”. All Capitalized terms used but not defined herein will have the meaning given to such terms in the Agreement.
