Neumora Therapeutics, Inc. [●] Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • September 11th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Neumora 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 J.P. Morgan Securities LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.0001 per share (“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”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • September 11th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 11th, 2023 • Neumora Therapeutics, Inc. • Biological products, (no disgnostic substances)
This AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is made as of June 14, 2022 (the “Amendment Effective Date”), by and between Amgen Inc., with its principal offices at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”) and Neumora Therapeutics, Inc. with its principal offices at 65 Grove Street, Watertown, Massachusetts 02472, (“Neumora”, f/k/a RBNC Therapeutics, Inc.). Amgen and Neumora are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
