License Agreement



 EXHIBIT 10.7 
 EXECUTION COPY 
  

LICENSE AGREEMENT 
 THIS LICENSE AGREEMENT (this “Agreement”) is made this 13th day of October, 2011 (the “Effective Date”)
between: 
 CYDEX PHARMACEUTICALS, INC., a
Delaware corporation with offices at 10513 W. 84th
Terrace, Lenexa, Kansas 66214 (“CyDex”); and 
 SAGE THERAPEUTICS,
INC., a Delaware corporation with offices at 29 Newbury Street, Suite 301, Boston, Massachusetts 02116 (“Sage”). 
 1. Relationship and Purpose. 
 1.1 This Agreement
grants research and development licenses to Sage pursuant to Section 7.1 below under certain patents and other intellectual property pertaining to CyDex’s proprietary Captisol® technology (i.e., Captisol, also known
scientifically as [***] that is marketed with the use of
the Captisol® trademark or a variation thereof) toward a drug product combining or formulating one or more of three neuroactive steroids ([***]) (each, a “Compound”), alone or as part of the Combination (as defined below), with
Captisol for the field of use consisting of all therapeutic uses in humans that are available to be licensed without resulting in a breach of any agreement between CyDex and any Third Party that is listed on Exhibit D (each such
agreement is a “[***]”) or is added to the definition of “[***]” by virtue of Section 13 below. Without limitation: for purposes of this definition, the licensing of a field or a use hereunder would be deemed to
breach a [***] if the counterparty would have the right, upon its future exercise of an option under the [***], to require CyDex to engage in bona fide negotiations toward an outcome which has been precluded by the licensing of such field or use to
Sage hereunder. 
 1.2 In connection with such license grant, this Agreement also provides to Sage two types of commercialization
option: a single option, which refers to the option to take rights to develop and commercialize products that include a single Compound (each a “Single Option”) and a combination option, which refers to the option to take rights to
develop and commercialize products that include a combination of [***] (such two Compounds, when used together, are the “Combination”, such option is a “Combination Option” and together with the Single Options, the
“Options” and each an “Option”). If Sage properly exercises an Option as set forth below, Sage and CyDex shall enter into the applicable Commercial License Agreement(s) under such patents and other intellectual
property for development and commercialization of a drug product combining or formulating one or more of the Compounds, or the Combination (as defined below), with Captisol for the applicable field of use, together with a supply agreement in the
form attached hereto as Exhibit B (a “Supply Agreement”) under which CyDex would supply Captisol to Sage for such field of use. Attached hereto as Exhibit A-1 is the form of Commercial License Agreement
that would be entered into by the parties if Sage exercises a Single Option. Attached hereto as Exhibit A-2 is the form of Commercial License Agreement that would be entered into by the parties


  

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if Sage exercises the Combination Option (such agreement is sometimes referred to herein as the “Combination Commercial License Agreement” and together with Exhibit
A-1, the “Commercial License Agreements”). 
 2. Grant of Option;
Mechanics. CyDex hereby grants Sage the Options to require CyDex to enter into a Commercial License Agreement and a corresponding Supply Agreement for each of the Compounds separately and for the Combination Option (as described above) as
designated by Sage. The Option can only be exercised within [***] after the expiration of the Evaluation Period (as defined below) for the designated Compound(s), and only by Sage delivering to CyDex (a) a written notice of exercise of the Option, identifying the
designated Compound(s) and (b) an option exercise fee, by cashier’s check or wire transfer for each Compound designated by Sage, which fee shall be equal to (i) $100,000 if the Option is exercised with respect to [***] or
(ii) $200,000 if the Combination Option is exercised, provided that such amount shall be reduced to $100,000 if Sage has exercised a Single Option for [***] before exercising the Combination Option or (iii) $[***] if the Option is
exercised with respect to [***]. In the event that Sage exercises the Combination Option, Sage shall also be permitted to exercise the Single Option with respect to [***], as Sage may designate (for avoidance of doubt, such exercise of the Single
Option shall not be necessary for Sage to obtain a commercial license to a Compound for which Sage has, as of such time, previously exercised a Single Option), and Sage and CyDex shall enter into both a Combination Commercial License Agreement, for
rights to the Combination, and a Commercial License Agreement(s), for rights to [***], as Sage may designate, and Sage will only be required to pay the amount described in the foregoing clause “Section 2.(b)(ii)” as the Combination Option
exercise fee for both the Combination and for such Compound(s). For avoidance of doubt: Sage can exercise the Option multiple times (once each for each of the Compounds taken singly and once for the Combination); provided that each exercise must
occur within [***] after the expiration of the Evaluation Period for the relevant designated Compound(s), meaning that the notice and payment described above must both be delivered to CyDex during such [***] period for the Option to be exercised;
further for avoidance of doubt: each Option exercise requires a separate option exercise fee as described above (except as specifically provided for the rights for either [***] when obtained in connection with the exercise of the Combination
Option). Sage shall be allowed a $[***] credit against amounts reasonably anticipated to become due under this Agreement if a formulation of [***] with Captisol [***], or, if such full amount is not exhausted through the application of such credit
during the [***] beginning with the dosing of the first patient in such study, then Sage shall be entitled to a refund of such $[***], or such remaining amount thereof, as applicable. 

3. Option Period. The “Evaluation Period” for each Compound and for the Combination
ends on [***]; provided, CyDex hereby grants Sage an option (the “Option to Extend”) to extend such Evaluation Period for (i) each of [***] and the Combination, as designated by Sage, so that it ends [***] after such [***] and
(ii) for [***], so that it ends on the [***].


  

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 3.1 Exercise with respect to a Compound. The Option to Extend for a Compound can only be exercised
before the expiration of the original Evaluation Period, and only by Sage delivering to CyDex both (a) a written notice of exercise of the Option to Extend, identifying the designated Compound, and (b) a $50,000 option extension fee, by
cashier’s check or wire transfer prior to such expiration. For avoidance of doubt: the Option to Extend can be exercised once for each Compound, provided that each exercise must occur before the expiration of the original Evaluation Period. The
Option to Extend cannot be exercised more than once for the same Compound. The option extension fee is $50,000 per Compound designated. 
 3.2 Exercise with respect to the Combination. Sage may extend the Evaluation Period for the Combination Option only by exercising the Option, or exercising the Option to Extend, for both
[***] in accordance with the requirements of
Section 3.1 (meaning that both the written notice of exercise and the payment of the indicated fee must be delivered to CyDex before the expiration of the applicable Evaluation Period), in which case, the Combination Option shall
automatically extend until the first to expire of the extended Evaluation Periods for [***]. 
 4. Fees Payable by
Sage. 
 4.1 Sage shall within [***] after the Effective Date pay CyDex a $200,000 license issue fee, by cashier’s
check or wire transfer. 
 4.2 Sage shall pay CyDex a $200,000 evaluation completion fee, by cashier’s check or wire
transfer, which amount shall be payable in two installments of $100,000, the first such installment shall become due and payable within [***] after the Effective Date and the second such installment shall become due and payable within [***] after
Research Completion occurs. “Research Completion” means the earlier of (a) a failure by Sage to cooperate with CyDex’s performance under the CyDex Research Program or to use Commercially Reasonable Efforts to conduct
pre-clinical studies and to evaluate the Captisol technology for formulation with [***] for their respective specified fields of use, which failure remains uncured for [***] after written notice from CyDex or (b) CyDex’s delivery of the
final summaries of both of the respective arms of the CyDex Research Program. For purposes of this Section 4.2, one half of each of the above payments (i.e., $50,000 of each of the above $100,000 payments) shall be attributable to the
[***] arm of the CyDex Research Program and the other half of each of the above payments shall be attributable to the [***] arm of the CyDex Research Program. That portion of the second installment of such fee that is attributable to a specific arm
of the CyDex Research Program shall not be payable if (i) CyDex does not complete the Payment Milestone (as such term is defined in the Statements of Work of the respective arms of the CyDex Research Program) of such arm of the CyDex Research
Program in accordance with the terms of this Agreement on or before the [***] of the Effective Date for any reason other than (A) Sage’s failure to cooperate with CyDex’s performance of such arm of the CyDex Research Program or
(B) Sage’s failure to use 

  

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Commercially Reasonable Efforts to conduct pre-clinical studies and to evaluate the Captisol technology for formulation with the Compound to which such arm of the CyDex Research Program relates
or (ii) Sage terminates this Agreement due to an uncured breach by CyDex prior to completion of the Payment Milestone of such arm of the CyDex Research Program. In addition, if Sage terminates this Agreement due to an uncured breach by CyDex
prior to completion of the Payment Milestone for either or both arms of the CyDex Research Program, then the portion of the initial installment of the evaluation fee that is attributable to such arm (or arms) of the CyDex Research Program shall be
promptly refunded by CyDex to Sage. 
 5. Research Program. During the Evaluation Period, Sage
shall use Commercially Reasonable Efforts to conduct pre-clinical studies and to evaluate the Captisol technology for formulation with the Compounds for their respective specified fields of use, which efforts shall include but shall not be limited
to a research program with two of the Compounds to be performed by CyDex as outlined on Exhibit C attached hereto (the “CyDex Research Program”). CyDex undertakes to complete the CyDex Research Program in accordance
with the requirements set forth herein (including without limitation, Exhibit C) and applicable law. To the extent that CyDex is unable to perform the CyDex Research Program in accordance with the schedule included in Exhibit
C through no fault of Sage, in addition to any other remedies that may be available to Sage, Sage may, by written notice to CyDex, extend the end date for the Evaluation Period by the number of days of any such delay. CyDex does not warrant
that Sage’s pre-clinical studies and evaluation and/or the CyDex Research Program will produce any particular results or any favorable results. Sage shall, at Sage’s own expense and risk, timely procure and deliver to CyDex all supplies
and materials required for the CyDex Research Program, except for such supplies and materials as are expressly contemplated by such Exhibit C to be provided by CyDex. In addition to performing the CyDex Research Program, as specified
in such Exhibit C, CyDex shall also provide any additional support in the form of consulting services and/or provision of additional [***] supplies of Captisol, as may be reasonably requested by Sage from time to time during the Evaluation Period. Services
for the CyDex Research Program and the Captisol used within the CyDex Research Program require no payment beyond the fees identified in Section 4 above. It is understood that the [***] Captisol is not suitable for use in humans, but
shall meet CyDex’s specifications for research grade Captisol. Sage shall pay CyDex for any such additional support at the rate of $[***] per man-hour for consulting services (plus travel and other out-of-pocket costs) and $[***] per [***] of
[***] Captisol. Sage may purchase additional quantities of Captisol pursuant to a research materials supply agreement to be entered into by the parties, which agreement shall include terms that are generally consistent with Sections 2-7 of
the form of Supply Agreement attached as Exhibit B to this Agreement (except that the forecasts referred to therein shall not be required or provided), with applicable changes to reflect the $[***] per kilogram price and the [***]
quality of the Captisol. In addition to the foregoing, CyDex agrees to make clinical grade, [***] quality Captisol available (whether directly or through Sage) to [***] (or their designee) solely for use in the clinical trial referenced in
Section 2, on reasonable terms, if so requested by Sage. 
 6. Intellectual Property. Sage shall own
all rights, title and interests (including patent rights, copyright rights, trade secret rights and other intellectual property and proprietary rights) in and to the results from its pre-clinical studies and evaluation of the Captisol technology for
formulation with the Compounds (alone or in combinations), including without limitation from the CyDex Research Program. Sage shall furnish to CyDex a copy of all data, results, findings, and other information derived from such pre-clinical studies
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formulation with the Compounds (alone or in combinations), including without limitation from the CyDex Research Program (including without limitation with respect to formulation of Captisol with
the Compounds, alone and in combinations), both before and after Research Completion and regardless whether Sage exercises the Option and/or the Option to Extend. CyDex may, in its discretion, provide to Sage other data, results, findings, and other
information that CyDex thinks may be relevant to Sage in determining whether to exercise the Option; provided that CyDex shall not be required to take steps to generate any such additional data, results, findings, and other information and CyDex
shall not disclose any such additional data, results, findings, and other information in breach of any contractual obligations to any third party. Sage hereby grants CyDex the right to report any such data, results, findings, and other information
to any regulatory authorities as required by applicable law including any pharmaco-vigilance regulations. 
 7. Grant of
Rights. 
 7.1 License Grants from CyDex to Sage. 

(a) Licensed Patents. Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage an
exclusive, nontransferable (except with respect to the assignment provision in Section 14.14) license for the duration of the Evaluation Period under the Licensed Patents, solely for research and development of drug products combining or
formulating one or more of the Compounds, alone or as part of the Combination, with Captisol for the field of use consisting of all therapeutic uses in humans that are available to be licensed without resulting in a breach of any [***], as contemplated herein. 

(b) Know-How License. Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage a non-exclusive,
nontransferable (except with respect to the assignment provision in Section 14.14) license for the duration of the Evaluation Period under CyDex’s rights in and to the Captisol Data Package, solely for research and development of
drug products combining or formulating one or more of the Compounds, alone or as part of the Combination, with Captisol for the field of use consisting of all therapeutic uses in humans that are available to be licensed without resulting in a breach
of any [***], as contemplated herein. 
 (c) Clarification. Without limitation: for purposes of this
Section 7.1, the licensing of a field or a use hereunder would be deemed to breach a [***] if the counterparty would have the right, upon its future exercise of an option under the [***], to require CyDex to engage in bona fide
negotiations toward an outcome which has been precluded by the licensing of such field or use to Sage hereunder. 
 (d)
Scope of Licenses. CyDex grants no licenses or rights to use other than as expressly set forth herein. CyDex grants no rights to Sage to manufacture, import, sell or offer for sale bulk Captisol. Sage acknowledges that, except as
expressly set forth herein, no rights 

  

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of CyDex related to Captisol are included within the rights licensed hereunder. Sage shall not attempt to reverse engineer, deconstruct or in any way determine the structure or composition of
Captisol. Sage acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights for the Licensed Patents, and (ii) CyDex shall not be restricted in making sales of Captisol or, except as provided herein for
the Compounds during the Evaluation Period, licensing rights to other parties. 
 (e) Bankruptcy Code. All rights and
licenses granted under or pursuant to this Agreement by CyDex to Sage are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under
Section 101 of the Bankruptcy Code. The parties agree that Sage, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 

7.2 Negative Covenants; Restrictions.  
 (a) During the Evaluation Period, Sage and its Affiliates shall not make any regulatory submissions or communications regarding or containing Captisol data alone (and not in conjunction with any
product formulation) or commence any Study. Sage shall have no rights under any intellectual property owned by CyDex to pursue any commercial Captisol/Compound product unless it exercises the applicable Option and enters into an applicable
Commercial License Agreement with CyDex and proceeds under such applicable Commercial License Agreement. 

(b) During the Evaluation Period, CyDex and its Affiliates shall not grant any rights to any Third Party that
conflict with the exclusive rights granted herein to Sage or that conflict with or otherwise impair Sage’s ability to conduct the activities described herein, to exercise the Option as described above and to obtain and exercise the licenses to
be granted upon the proper exercise of the Option, [***];
provided, that, if CyDex negotiates toward and/or enters into a [***]; provided further that CyDex shall provide notice to Sage of the terms and conditions included in any such [***] prior to executing same. Without limiting the generality of the
foregoing, in the event that CyDex or any of its Affiliates become aware that a Third Party is [***] conducting research or development activities on any of the Compounds with Captisol, then CyDex shall take all reasonable measures to cease the
supply of Captisol to such Third Party and to any other Third Party that is determined to be supplying Captisol to such Third Party. Sage hereby acknowledges that CyDex’s performance of its obligations [***], and the exercise by a Third Party
of its rights under [***], are hereby deemed not to be a breach by CyDex’s or any of its Affiliates of this Section 7.2(b). 
 8. Confidentiality. 
 8.1 Definition. Sage and CyDex each
recognizes that, during the Evaluation Period or in connection therewith, it may be necessary for a party (the “Disclosing Party”) to provide Confidential Information (as defined herein) to the other party (the “Receiving
Party”) that is highly valuable, the disclosure of which would be highly prejudicial to such party. The 

  

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disclosure and use of Confidential Information will be governed by the provisions of this Section 8. Neither Sage nor CyDex shall use the other’s Confidential Information except
as expressly permitted in this Agreement. For purposes of this Agreement, “Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party and which is obviously Confidential Information, or
which is designated in writing by the Disclosing Party as “Confidential” (or equivalent), or which when disclosed orally is declared to be confidential by the Disclosing Party and confirmed in a writing delivered to the Receiving Party
within [***] of such disclosure, including but not limited
to product specifications, data, know-how, formulations, product concepts, sample materials, business and technical information, financial data, batch records, trade secrets, processes, techniques, algorithms, programs, designs, drawings, and any
other information related to a party’s present or future products, sales, suppliers, customers, employees, investors or business. Without limiting the generality of the foregoing, CyDex’s Confidential Information includes all materials
provided as part of the Captisol Data Package, and Sage’s Confidential Information includes Sage Patents and Sage Know-How. 
 8.2 Obligation. CyDex and Sage agree that they will disclose Confidential Information received from the other to its (or its respective parent’s) own officers, employees, consultants and
agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent
possible consistent with such responsibilities and rights. Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent, and any such disclosure to a Third Party shall be
pursuant to the terms of a non-disclosure agreement no less restrictive than this Section 8. The party which disclosed Confidential Information of the other to any Third Party shall be responsible and liable for any disclosure or use by
such Third Party (or its disclosees) which would have violated this Agreement if committed by the party itself. Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each
party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable
standard of care). Upon expiration or any termination of the Evaluation Period, if so requested by the other party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other
party’s Confidential Information (including all copies and extracts of documents); provided, however, that each party may retain one archival copy (and such electronic copies that exist as part of the party’s computer systems, network
storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement. 
 8.3 Exceptions. The use and non-disclosure obligations set forth in this Section 8 shall not apply to any Confidential Information, or portion thereof, that the Receiving Party can
demonstrate by appropriate documentation: 
 (i) at the time of disclosure is in the public domain; 

  

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 (ii) after disclosure, becomes part of the public domain, by publication or otherwise, through no fault of the
Receiving Party or its disclosees; 
 (iii) is independently developed by Receiving Party personnel with no reference or access
to the Confidential Information; or 
 (iv) is made available to the Receiving Party by an independent third party without
obligation of confidentiality, provided, however, that to the Receiving Party’s knowledge, such information was not obtained by said third party, directly or indirectly, from the Disclosing Party hereunder. 

In addition, the Receiving Party may disclose information that is required to be disclosed by law, by a valid order of a court or by
order or regulation of a governmental agency including but not limited to, regulations of the Securities and Exchange Commission, or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt
notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order or confidential-treatment order preventing or limiting (to the greatest possible extent and for the longest
possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. If permitted by an in-force Commercial License
Agreement, Sage may further disclose CyDex’s Confidential Information to extent that such disclosure is inherently necessary to develop, file for Regulatory Approval (as defined in such Commercial License Agreement), or commercialize a Licensed
Product (as defined in such Commercial License Agreement), or to seek, prosecute and maintain intellectual property protection for a Licensed Product. 
 8.4 Injunction. Each party agrees that should it breach or threaten to breach any provisions of this Section 8, the Disclosing Party will suffer irreparable damages and its remedy at
law will be inadequate. Upon any breach or threatened breach by the Receiving Party of this Section 8, the Disclosing Party shall be entitled to seek temporary, preliminary and/or permanent injunctive relief in addition to any other
remedy which it may have, without need to post any bond or security, in addition to any and all other legal and equitable rights and remedies available to the Disclosing Party. 

8.5 Third Party Information. The parties acknowledge that the defined term “Confidential Information” shall include not
only a disclosing party’s own Confidential Information but also Confidential Information of a Third Party which is in the possession of a disclosing party. 

Sage acknowledges that CyDex’s Confidential Information includes information developed by [***] that is
confidential to both CyDex and [***]. In so far as Confidential Information of [***] is disclosed, [***] is a third-party beneficiary of this Section 8 of this Agreement and may enforce it or seek remedies pursuant to it in accordance with its terms. 

Sage agrees not to disclose to CyDex any Confidential Information of a Third Party which is in the possession of Sage, unless CyDex has
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the owner of such Confidential Information) to receive such particular Confidential Information. If CyDex refuses to provide such consent, then any obligation of Sage to provide such information
to CyDex under this Agreement shall be deemed to be waived by CyDex. 
 8.6 Public Announcements. The parties will
mutually agree on a press release to be issued upon execution of this Agreement or reasonably soon thereafter. Neither party shall make any subsequent public announcement concerning this Agreement or the terms hereof not previously made public
without the prior written approval of the other party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either party in order to comply with applicable Law, regulations, court orders,
or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld or delayed by such other party. Before any such public announcement, the party wishing to make the announcement will
submit a draft of the proposed announcement to the other party in sufficient time to enable such other party to consider and comment thereon. 
 9. Representations and Warranties. 
 9.1 Mutual Representation
and Warranties. Each party represents and warrants to the other (as of the Effective Date) as follows, subject to Section 13 hereof: 
 (i) it is a corporation duly organized and validly existing under the laws of the state or country of its incorporation; 
 (ii) it has the complete and unrestricted power and right to enter into this Agreement and to perform its obligations hereunder; 
 (iii) this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with
its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general
principles of equity; 
 (iv) the execution, delivery and performance of this Agreement by such party do not conflict with any
agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over
such party; 
 (v) all consents, approvals and authorizations from all governmental authorities or other third parties required
to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; 
 (vi) no
person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act
by such party or its agents; and 
 (vii) it has not entered into any agreement with any third party that is in conflict with
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 9.2 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 9 ARE PROVIDED IN LIEU OF, AND EACH
PARTY HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, CAPTISOL, THE LICENSED PATENTS OR THE CAPTISOL DATA PACKAGE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 
 10. Indemnification.

 10.1 By CyDex. CyDex shall defend, indemnify and hold Sage and its Affiliates and Sublicensees,
and each of their respective directors, officers, agents and employees (collectively “Sage Indemnitees”), harmless from and against any and all losses, judgments, damages, liabilities, settlements, penalties, fines, costs and
expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively “Losses”) incurred by any Sage Indemnitees as a result of any claim, demand, action or other proceeding (each, a
“Claim”) by a Third Party, to the extent such Losses arise out of: (a) any defect in the supplies or materials provided by CyDex to Sage for use in the CyDex Research Program; (b) infringement of any person’s
intellectual property rights relating to Captisol, (c) the negligence or misconduct of CyDex or any CyDex Indemnitees; (d) CyDex’s breach of this Agreement, including without limitation any of its representations and warranties set
forth in Section 9.1 or (e) any Claim asserted by a Third Party that is a party to a [***] that is based, in whole or in part, on an alleged breach or impairment of its rights under a [***] (whether such action is styled as a contract claim, tort or other basis). 

10.2 By Sage. Sage shall defend, indemnify and hold CyDex and its Affiliates, and each of their respective directors, officers,
agents and employees (collectively “CyDex Indemnitees”), harmless from and against any and all Losses incurred by any CyDex Indemnitees as a result of any Claim by a Third Party, to the extent such Losses arise out of: (a) any
defect in the supplies or materials provided by Sage to CyDex for use in the CyDex Research Program; (b) infringement of any person’s intellectual property rights in connection with the subject matter of this Agreement (other than
intellectual property rights in Captisol); (c) the negligence or misconduct of Sage or any Sage Indemnitees; or (d) Sage’s breach of this Agreement, including without limitation any of its representations and warranties set forth in
Section 9.1. 
 10.3 Expenses. As the parties intend complete indemnification, all costs and expenses of
enforcing any provision of this Section 10 shall also be reimbursed by the Indemnifying Party. 
 10.4
Procedure. 
 (a) The person intending to claim indemnification under this Section 10 (an
“Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of any Claim in respect of which the Indemnified Party intends to claim such indemnification, and a


  

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reasonable explanation of the basis for the Claim and the amount of alleged Losses to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or
deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice
directly caused by the delay or other deficiency.) The Indemnifying Party shall assume the defense thereof whether or not such Claim is rightfully brought; provided, however, that if the Indemnifying Party assumes the defense, the Indemnified Party
shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the
sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a
representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to
assume the defense of and reasonably defend such Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained
by the Indemnified Party. 
 (b) The Indemnifying Party shall not be liable for the indemnification of any Claim settled
(or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim;
provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment
upon) such Claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse
effect on any other claims that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to
take (or refrain from taking) any action. 
 (c) Regardless of who controls the defense, the other party hereto shall
reasonably cooperate in the defense as may be requested. Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the
investigations of any Claim. 
 11. Limitation of Liability. 

EXCEPT FOR DAMAGES FOR WHICH A PARTY
IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTION 10 ABOVE, EACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND
SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS
OR OTHER DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR RESULTING FROM ANY RESEARCH OR
DEVELOPMENT INVOLVING CAPTISOL OR FROM USE (PURSUANT TO OR IN CONNECTION
WITH THE RIGHTS GRANTED UNDER THIS AGREEMENT) OF THE LICENSED PATENTS
AND CAPTISOL DATA PACKAGE, REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY
WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT
TO THE INDEMNIFICATION SPECIFICALLY PROVIDED IN SECTION 10 







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ABOVE, [***]. PROVIDED, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT
CYDEX’S RIGHT TO TAKE ACTION TO ENFORCE THIS LICENSE AGREEMENT
TO COLLECT AMOUNTS THAT ARE PROPERLY DUE AND OWING UNDER ARTICLE 4.
NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THIS
AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN [***] AFTER SUCH
PARTY HAS KNOWLEDGE OF THE LEGAL AND FACTUAL BASIS FOR SUCH CAUSE
OF ACTION OR AFTER EXPIRATION OF THE APPLICABLE STATUTORY LIMITATIONS PERIOD,
WHICHEVER IS SOONER. FOR AVOIDANCE OF DOUBT, THE PARTIES’ RESPECTIVE RIGHTS
AND OBLIGATIONS WITH RESPECT TO ANY LIABILITY THAT MAY ACCRUE UNDER
ANY COMMERCIAL LICENSE AGREEMENT OR SUPPLY AGREEMENT OR IN CONNECTION WITH
ACTIVITIES CONDUCTED PURSUANT TO OR CONTEMPLATED BY THOSE AGREEMENTS SHALL BE
DETERMINED PURSUANT TO THOSE AGREEMENTS AND NOT BY THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT. 
 12. Management of Licensed Patents. 
 12.1 Prosecution and
Maintenance. 
 (a) CyDex Patents. CyDex owns all right, title and interest in and to, or in-licenses with a right
to sublicense, the Captisol Patents set forth on Exhibit A to the form of Commercial License Agreement attached hereto as Exhibit A-1. CyDex shall maintain or abandon, at [***] and using reasonable discretion, the Captisol Patents set
forth on Exhibit A to the form of Commercial License Agreement attached hereto as Exhibit A-1. CyDex shall have the sole right to control the prosecution and maintenance of patent applications and the selection of countries where
patent applications are filed related to the Captisol Patents. 
 (b) Licensed Product Patents. Sage shall maintain, at
its sole cost and expense and using reasonable discretion, any Licensed Product Patents set forth on Exhibit B to the form of Commercial License Agreement attached hereto as Exhibit A-1. Sage shall have the sole right to control the
prosecution and maintenance of patent applications and the selection of countries where patent applications are filed related to such Licensed Product Patents. 
 (c) Sage Patents and Sage Know-How. Sage shall be the sole and exclusive owner of Sage Patents and Sage Know-How. Sage, at its own cost and expense, shall be solely responsible for prosecuting and
maintaining Sage Patents. 
 13. [***]. CyDex shall not agree to any [***] of the rights granted under any [***],
prior to the expiration, termination or exercise of the Option, without the express prior written consent of Sage; provided, that, if CyDex enters into a [***] as expressly contemplated by [***] (for example, [***]), such [***] shall not be deemed
to constitute [***], from and after the date of execution and delivery, constitute a [***]; provided further that CyDex shall provide notice to Sage of the terms and conditions included in any such [***] prior to executing same. [***], then CyDex
shall so notify Sage and CyDex’s obligation to enter into a Commercial License Agreement as it relates to [***], as applicable, shall terminate, unless Sage is willing to accept modifications to the contemplated Commercial License Agreement
[***], in which case, [***], as applicable, shall continue in full force and effect. 

  

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 To avoidance of doubt: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, all rights granted
to Sage hereunder and all representations, warranties, covenants and obligations of CyDex hereunder are expressly understood and agreed to be subject to [***]. 
 14. General Provisions. 
 14.1 Non-Solicitation. During the
Evaluation Period and for a period of [***] thereafter, neither party shall solicit any employee of the other party to terminate his or her employment with such other party or to breach any other obligation to such other party. This section is not
meant to encompass general solicitations such as may be found in newspaper advertisements and the like. 
 14.2 Relationship
of Parties. Each of the parties hereto is an independent contractor and nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties. No party
shall have the right to, and each party agrees not to purport to, incur any debts or make any commitments or contracts for the other. 
 14.3 Compliance with Law. Each of the parties shall comply with all applicable international, federal, state and local laws, rules and regulations, including, but not limited to, import/export
restrictions, laws, rules and regulations governing product quality and safety and patent, copyright and trade secret protection. 
 14.4 Arbitration. 
 (a) Procedure. Any and all disputes or
controversies arising out of or relating to this Agreement shall be exclusively and finally resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, in Boston,
Massachusetts. The arbitration shall be conducted by an arbitrator reasonably knowledgeable about the pharmaceutical industry and acceptable to CyDex and Sage. If CyDex and Sage cannot agree on a single arbitrator within [***] after a demand for
arbitration has been made, CyDex shall appoint an arbitrator, Sage shall appoint an arbitrator, the two arbitrators shall appoint a third arbitrator, and the three arbitrators shall hear and decide the issue in controversy. If either party fails to
appoint an arbitrator within [***] after service of the demand for arbitration, then the arbitrator appointed by the other party shall arbitrate any controversy in accordance with this Section 14.4(a). Except as to the selection of
arbitrators, the arbitration proceedings shall be conducted promptly and in accordance with the rules of the American Arbitration Association then in effect. The expenses of any arbitration, including the reasonable attorney fees of the prevailing
party, shall be borne by the party deemed to be at fault or on a pro-rata basis should the arbitration conclude in a finding of mutual fault. 
 (b) Confidentiality of Proceedings. All arbitration proceedings hereunder shall be confidential and the arbitrator(s) shall issue appropriate protective orders to safeguard each party’s
Confidential Information. Except as required by law, no party shall make (or instruct the arbitrator(s) to make) any public announcement with respect to the proceedings or decision of the arbitrator(s) without prior written consent of the other
party. 

  

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 (c) Interim Equitable Relief. Notwithstanding Section 14.4(a), but subject to the
limitations set forth in Article 11, each party shall not be precluded from seeking equitable relief (including but not limited to interim injunctive relief) in any court having jurisdiction to protect its interests. 

(d) Binding Effect. The provisions of this Section 14.4 shall survive any termination of this Agreement, and shall be
severable and binding on the parties hereto, notwithstanding that any other provision of this Agreement may be held or declared to be invalid, illegal or unenforceable. 

14.5 Costs and Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear
[***]. 

14.6 Force Majeure. Neither party shall be liable for failure to perform, or delay in the performance of, its obligations under
this Agreement (other than payment obligations) when such failure or delay is caused by an event of force majeure. For purposes of this Agreement, an event of force majeure means any event or circumstance beyond the reasonable control
of the affected party, including but not limited to, war, insurrection, riot, fire, flood or other unusual weather condition, explosion, act of God, peril of the sea, strike, lockout or other industrial disturbance, sabotage, accident, embargo,
breakage of machinery or apparatus, injunction, act of governmental authority, compliance with governmental order or national defense requirements, or inability to obtain fuel, power, raw materials, labor or transportation facilities. If, due to any
event of force majeure, either party shall be unable to fulfill its obligations under this Agreement (other than payment obligations), the affected party shall immediately notify the other party of such inability and of the period during
which such inability is expected to continue and the time for performance shall be extended for a number of days equal to the duration of the force majeure. 
 14.7 Notices. Any notice, request, or communication under this Agreement shall be effective only if it is in writing and personally delivered; sent by certified mail, postage pre-paid; facsimile
with receipt confirmed; or by nationally recognized overnight courier with signature required, addressed to the parties at the addresses stated below or such other persons and/or addresses as shall be furnished in writing by any party in accordance
with this Section 14.7. Unless otherwise provided, all notices shall be sent: 
  

			
	If to CyDex, to:	  	CyDex Pharmaceuticals, Inc.
		  	10513 W. 84th Terrace
		  	Lenexa, KS 66214
		  	Attention: President
		  	Fax: (913) 685-8856
		
	With a copy to:	  	General Counsel
		  	Ligand Pharmaceuticals Incorporated


  

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		  	11085 North Torrey Pines Road
		  	Suite 300
		  	La Jolla, CA 92037
		  	Fax: 858-550-7272
		
		  	If to Sage, to:
		  	Sage Therapeutics, Inc. [***]
		  	29 Newbury Street, Suite 301
		  	Boston, Massachusetts 02116
		  	Attention: President
		  	Fax: 617 859-2891
		
	With a copy to:	  	Goodwin Procter LLP
		  	Exchange Place
		  	Boston, MA 02109
		  	Attention: Christopher Denn
		  	Fax: 617-523-1231

 If sent by facsimile transmission [***] shall be deemed to be the date on which such notice, request or communication was given. If sent by overnight courier,
the [***] after the date of deposit with such courier shall be deemed to be the date on which such notice, request or communication was given. If sent by certified mail, the [***] after the date of mailing shall be deemed the date on which such
notice, request or communication was given. 
 14.8 Use of Name; Publicity. No party shall use the name, trademark, trade
name or logo of the other party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or its subject matter, without the prior express written permission of the
other party, except as may be required by law or the rules of NASDAQ. The parties agree that a party may disclose this Agreement’s existence and terms, and material developments or material information generated under this Agreement, in
(i) securities filings with the Securities and Exchange Commission (or equivalent foreign agency) to the extent required by law, or (ii) under conditions of confidentiality/nonuse in connection with investment and similar corporate
transactions. Notwithstanding the above, once a public announcement has been made, either party shall be free to disclose to third parties any information contained in said public announcement. In the event of a required public announcement, the
party making such announcement shall provide the other party with a copy of the proposed text before such announcement sufficiently in advance of the scheduled release of such announcement to afford such other party a reasonable opportunity to
review and comment upon the proposed text and the timing of such disclosure. 
 14.9 Governing Law. This Agreement shall
be governed by and construed in accordance with the internal laws of the State of California (without giving effect to any conflicts of law principles that require the application of the law of a different state). 

  

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 14.10 Entire Agreement; Amendment. The License Agreement and all Exhibits attached hereto contain the
entire agreement of the parties relating to the subject matter hereof and thereof and supersede any and all prior or contemporaneous agreements, written or oral, between CyDex (and/or any of its Affiliates) and Sage (and/or any of its Affiliates)
relating to the subject matter hereof and thereof; provided, that any confidentiality/nonuse provisions of any prior agreement are not superseded and will remain in effect in addition to the confidentiality/nonuse provisions hereof. This Agreement
can not be amended except by way of an express writing signed by both parties. 
 14.11 Binding Effect. This Agreement
shall be binding upon, and the rights and obligations hereof shall apply to, CyDex and Sage and any successor(s) and permitted assigns. The name of a party appearing herein shall be deemed to include the names of such party’s successors and
permitted assigns to the extent necessary to carry out the intent of this Agreement. 
 14.12 Waiver. The rights of
either party under this Agreement may be exercised from time to time, singularly or in combination, and the exercise of one or more such rights shall not be deemed to be a waiver of any one or more of the others. No waiver of any breach of a term,
provision or condition of this Agreement shall be deemed to have been made by either party unless such waiver is addressed in writing and signed by an authorized representative of that party. The failure of either party to insist upon the strict
performance of any of the terms, provisions or conditions of this Agreement, or to exercise any option contained in this Agreement, shall not be construed as a waiver or relinquishment for the future of any such term, provision, condition or option
or the waiver or relinquishment of any other term, provision, condition or option. 
 14.13 Severability. If any
provision of this Agreement is determined by a final and binding court or arbitration judgment to be invalid, illegal or unenforceable to any extent, such provision shall not be not affected or impaired up to the limits of such invalidity,
illegality or unenforceability; the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way; and the parties agree to negotiate in good faith to replace such invalid, illegal
and unenforceable provision (or portion of provision) with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid, illegal or
unenforceable provision (or portion of provision). 
 14.14 Assignment. Sage may not assign its rights or delegate its
obligations under this Agreement, in whole or in part, by operation of law or otherwise, to any third party without the prior written consent of CyDex, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Sage may assign
its rights and delegate its obligations under this Agreement to an Affiliate or to a third party successor, whether by way of merger, sale of all or substantially all of its assets, sale of stock or otherwise, without CyDex’s prior written
consent. As a condition to any permitted assignment hereunder, the assignor must guarantee the performance of any assignee to the terms and obligations of this Agreement. Any assignment by Sage not in accordance with this Section 14.14
shall be void. CyDex has the right to assign its rights or delegate its obligations under this Agreement, in whole or in part, by operation of law or otherwise, to any third party, without any requirement for consent of Sage provided that CyDex also
assigns all of its right, title and interest in all assets, including without limitation, intellectual property rights, pertaining to its Captisol business to the same third party contemporaneous with the assignment of this Agreement. 







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 14.15 Third Party Beneficiaries. Except for the rights of Indemnified Parties pursuant to
Section 10 hereof, and subject to Section 8.5 hereof, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns and it is not the
intention of the parties to confer third-party beneficiary rights upon any other person, including without limitation Sublicensees. The enforcement of any obligation of CyDex under this Agreement shall only be pursued by Sage or such Indemnified
Party, and not Sublicensees. 
 14.16 Remedies Cumulative. Subject to the limitation set forth in Article 11 and
Section 14.4, any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any
rights and remedies authorized in law or in equity. 
 14.17 Headings. The descriptive headings of this Agreement are for
convenience only, and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement. 

14.18 Interpretation. The language used in this Agreement is the language chosen by the parties to express their mutual intent,
and no provision of this Agreement will be interpreted for or against any party because that party or its attorney drafted the provision. 
 14.19 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original document, but both of which shall constitute one and the same instrument. 

15. Miscellaneous. 
 15.1 Certain Definitions. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the form of Commercial License Agreement attached hereto as Exhibit
A-1, including “Affiliate”, “Bankruptcy Code”, “Captisol Data Package”, “Commercially Reasonable Efforts”, “Law”, “Licensed Patents”,
“Licensed Product Patents”, “Sage Know-How”, “Sage Patents”, “Study”, “Sublicensees” and “Third Party”. 

15.2 Survival. Notwithstanding any other provisions of this Agreement, any liability or obligation of either
party to the other for acts or omissions before the expiration or any termination of this Agreement shall survive the expiration or any termination of this Agreement. And, such expiration or any termination shall not relieve either party from
obligations that are expressly indicated to survive expiration or any termination of this Agreement. Sections 2 (Grant of Option; Mechanics) as it relates to a potential refund of certain amounts to Sage, 4 (Fees Payable by Sage), 6
(Intellectual Property), 8 (Confidentiality), 9.2 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13 ([***]), and 14 (General Provisions) shall survive expiration or any termination of this License Agreement. 

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 IN WITNESS WHEREOF, the parties have executed this License Agreement as of the Effective Date.

  

			
	CYDEX PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Charles Berkman

		
	Name:	 	 Charles Berkman

		
	Title:	 	 Vice President

	
	SAGE THERAPEUTICS, INC.
		
	By:	 	 /s/ Kevin Starr

		
	Name:	 	 Kevin Starr

		
	Title:	 	 CEO









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 EXHIBIT A-1 
 FORM OF COMMERCIAL LICENSE AGREEMENT 
 (attached) 







 EXECUTION COPY 

Exhibit A-1 

COMMERCIAL LICENSE AGREEMENT 
 THIS COMMERCIAL LICENSE AGREEMENT (this “Agreement”) is made this      day of
                    , 201   (the “Effective Date”) between: 

CYDEX PHARMACEUTICALS, INC., a Delaware corporation
with offices at 10513 W. 84th Terrace, Lenexa, Kansas
66214 (“CyDex”); and 
 SAGE THERAPEUTICS INC., a Delaware
corporation with offices at 29 Newbury Street, Suite 301, Boston, Massachusetts 02116 (“Sage”). 
 RECITALS

 WHEREAS, CyDex is engaged in the business of developing and commercializing novel
drug delivery technologies designed to enhance the solubility and effectiveness of existing and development-stage drugs; 

WHEREAS, CyDex is the exclusive supplier of Captisol®, a patented drug formulation system
designed to enhance the solubility and stability of drugs; 
 WHEREAS, Sage has developed
or obtained certain rights related to the Compound (defined below); 
 WHEREAS, Sage
desires to obtain a license to use Captisol together with the Compound for the development and commercialization of the Licensed Product (defined below) and CyDex is willing to grant such license to Sage under the terms and conditions set forth
herein; and 
 WHEREAS, CyDex desires to sell Captisol to Sage or its Contract
Manufacturers (defined below), and Sage desires to obtain supplies of Captisol from CyDex, for use in development of and in the Licensed Product, in accordance with the terms and conditions of that certain Supply Agreement between the parties of
even date herewith (the “Supply Agreement”); 
 NOW,
THEREFORE, in consideration of the following mutual promises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, intending to be legally bound, agree as
follows: 
  

	1.	DEFINITIONS. 

 For the purposes of this Agreement, the following terms whether used in singular or plural form shall have the meanings as defined below: 

“Affiliate” means, with respect to any party, any entity controlling, controlled by, or under common
control with such party, during and for such time as such control exists. For these purposes, “control” shall refer to the ownership, directly or indirectly, of [***]17 of the voting securities or other ownership interest of the relevant entity. 

  
 A-1-1









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 “Bankruptcy Code” means title 11 of the United States Code. 

“Captisol” means Captisol, also known scientifically as [***] that is marketed with the use of the Captisol®
trademark or a variation thereof. 
 “Captisol Data Package” means (a) all toxicology/safety and other
relevant scientific data owned, licensed or developed by CyDex and its Affiliates relating to Captisol; and (b) all toxicology/safety and other relevant scientific data owned, licensed or developed by the licensees or sublicensees of CyDex or
its Affiliates or other third parties (to the extent permitted in the applicable license or other agreements between CyDex and/or its Affiliates and such licensees, sublicensees or other third parties), in each case relating to Captisol alone (and
not in conjunction with a product formulation). 
 [***] 

“Captisol Patents” means all patents and patent applications in the Territory which pertain to Captisol, other than the
Licensed Product Patents, and which now or at any time during the Term are owned by or licensed to CyDex or any CyDex Affiliate with the right to sublicense, including any and all extensions, renewals, continuations, substitutions,
continuations-in-part, divisions, patents-of-addition, reissues, reexaminations and/or supplementary protection certificates to any such patents. For avoidance of doubt, all intellectual property pertaining to the Licensed Product generated by Sage
or its Affiliates or their Sublicensees during the Term of this Agreement shall be solely owned by Sage and shall not be part of the Captisol Patents. The Captisol Patents include the patents and patent applications set forth on Exhibit
A attached hereto. Such Exhibit A may be updated by CyDex from time to time during the Term. 

“Claim” has the meaning specified in Section 10.1. 

“Clinical Grade Captisol” means [***]. 
 “Combination Product” means a product comprised of a combination of [***] together with Captisol. [Note to draft: This definition will be included in the [***] licenses.]

 “Combination Commercial License” means a commercial license agreement entered into by and between the
Parties hereto pursuant to which CyDex grants to Sage a license to commercialize a Combination Product. [Note to draft: This definition will be included in the [***] licenses.] 

“Commercial Grade Captisol” means [***]. 

 

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 “Commercial Launch Date” means the first commercial sale by Sage, its Affiliates or
Sublicensees of the Licensed Product to a Third Party. For avoidance of doubt, any transfer of the Licensed Product to a Third Party for preclinical, clinical or regulatory purposes shall not be deemed as commercial launch. 

“Commercially Reasonable Efforts” means those efforts consistent with the exercise of prudent scientific and business
judgment as applied by a party to the development and commercialization of its own pharmaceutical products at a similar stage of development and with similar market potential. 

“Compound” means that certain neuroactive steroid known as [***]. 

“Confidential Information” has the meaning specified in Section 8.1. 

“Contract Manufacturer” has the meaning specified in Section 2.4. 

“Cover” (including variations thereof such as “Covered,” “Coverage,” or “Covering”) means
that the manufacture, use, importation or sale of the Licensed Product which such term is being applied would infringe a Valid Claim of a patent in the absence of a grant of rights under such patent. The determination of whether an item or process
is Covered by a Valid Claim shall be made on a country–by-country basis. 
 “Disclosing Party” has the
meaning specified in Section 8.1 hereof. 
 “DMF” means a Drug Master File for Captisol, as filed
as of the Effective Date, or as hereafter updated from time to time during the Term, by CyDex with the FDA. 

“FDA” means the United States Food and Drug Administration, or any successor thereto. 

“Field” means all therapeutic uses in humans that are available to be licensed without breaching a [***], to require
CyDex to engage in bona fide negotiations toward an outcome which has been precluded by the licensing of such field or use to Sage hereunder. 
 “Indemnified Party” has the meaning specified in Section 10.4. 
 “Indemnifying Party” has the meaning specified in Section 10.4. 
 “License Agreement” means the License Agreement dated October 13, 2011 between CyDex and Sage. 
 “Licensed Patents” means, collectively, the Captisol Patents and the Licensed Product Patents. 
  

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 “Licensed Product” means a pharmaceutical composition in and for the
[***]. For clarity, the Licensed Product shall not include
any product the composition of which includes the Compound and any other active pharmaceutical ingredient. 
 “Licensed
Product Patents” means all patents and patent applications in the Territory which Cover the use of Captisol with the Compound, other than the Captisol Patents, and which now or at any time during the Term are owned by or licensed to CyDex
or any CyDex Affiliate with the right to sublicense, including any and all extensions, renewals, continuations, substitutions, continuations-in-part, divisions, patents-of-addition, reissues, reexaminations and/or supplementary protection
certificates to any such patents. Licensed Product Patents further include all other patents and patent applications, other than the Captisol Patents, which are owned or licensed by CyDex on the Effective Date or at any time during the Term of this
Agreement, and which are necessary to develop, manufacture, and commercialize the Licensed Product or which are necessary for Sage to exercise its license under this Agreement. Set forth in Exhibit B attached hereto is a list of
the Licensed Products Patents as of the Effective Date. Such Exhibit B may be updated by CyDex from time to time during the Term. 
 “Losses” has the meaning set forth in Section 10.1. 

“Marketing Approval” means final approval of an NDA by the FDA for the United States, or final approval of a comparable
document filed with an equivalent health regulatory authority in any other country or in the European Union (using the centralized process or mutual recognition). 
 “NDA” means a New Drug Application, as defined in the United States Federal Food, Drug and Cosmetic Act and the regulations promulgated thereunder, or similar application filed with an
equivalent regulatory body in another country. 
 [***]. 

“Non-breaching Party” has the meaning specified in Section 13.2. 

“Notified Party” has the meaning specified in Section 13.2. 

[***]. 
 [***].

 “Receiving Party” has the meaning specified in Section 8.1. 

“Regulatory Approval” means, with respect to the Licensed Product in any country or jurisdiction, all approvals
(including, where required, pricing and reimbursement approvals and the applicable Marketing Approval), registrations, licenses or authorizations from the relevant regulatory authority in a country or jurisdiction that is specific to the Licensed
Product and necessary to market and sell such Licensed Product in such country or jurisdiction. 
  

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 “Sage Know-How” means information or data owned, licensed or generated by Sage and its
Affiliates, before and during the Term of this Agreement. For clarity, Sage Know-How shall not include information within the Captisol Data Package; nor does Sage Know-How include any other information or data to which CyDex has obtained rights
before the term of this Agreement, to the extent of such rights. 
 “Sage Patents” means all patents and patent
applications owned now, licensed or developed during the Term of this Agreement by Sage and its Affiliates, including any and all extensions, renewals, continuations, substitutions, continuations-in-part, divisions, patents-of-addition, reissues,
reexaminations and/or supplementary protection certificates to any such patents. For clarity, Sage Patents shall not include Licensed Patents under this Agreement. 
 “Specifications” means the specifications for Captisol set forth in Exhibit C hereto, as such may be amended from time to time. 

“Study” has the meaning specified in Section 6.3. 

“Sublicensees” has the meaning specified in Section 2.3. 

“Term” has the meaning specified in Section 13.1. 

“Territory” means the entire world. 
 “Third Party” means any person or entity or authority other than CyDex or Sage or an Affiliate of either of them. 
 “Valid Claim” means a claim in any unexpired, issued patent which has not been irrevocably abandoned or held to be invalid or unenforceable by a non-appealed or unappealable decision of a
court or other authority of competent jurisdiction, which is not admitted to be invalid through disclaimer or dedication to the public, and which Covers the Licensed Product. 

 

	2.	GRANT OF RIGHTS. 

 2.1 License Grants from CyDex to Sage. 
 (a) Licensed Patents.
Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage an exclusive, nontransferable (except as provided in Section 14.14) license during the Term under the Licensed Patents, solely to research, develop,
make, have made, import, use, offer for sale and sell the Licensed Product in the Territory in and for the Field. Notwithstanding the foregoing, to the extent that any Licensed Patents are licensed to CyDex or its Affiliates by a Third Party on a
non-exclusive basis, the license granted to Sage in the foregoing sentence shall be exclusive as to CyDex but non-exclusive as to such Third Party and other persons whose rights derive from such Third Party. Sage may not sublicense the Licensed
Patents, except as expressly set forth in Section 2.3 and Section 2.4 below. 

  
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 (b) Know-How License. Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage
an exclusive, nontransferable (except with respect to the assignment provision in Section 14.14) license during the Term under CyDex’s rights in and to the Captisol Data Package, solely to research, develop, make, have made, import,
use, offer for sale and sell the Licensed Product in the Territory in and for the Field. Notwithstanding the foregoing, to the extent that any contents of the Captisol Data Package are licensed to CyDex or its Affiliates by a Third Party on a
non-exclusive basis, the license granted to Sage in the foregoing sentence shall be exclusive as to CyDex but non-exclusive as to such Third Party and other persons whose rights derive from such Third Party. Sage may not sublicense its rights to the
Captisol Data Package, except as expressly set forth in Section 2.3 and Section 2.4 below. 
 (c)
Scope of Licenses. CyDex grants no licenses or rights to use other than as expressly set forth herein. Unless otherwise provided in this Agreement, CyDex grants no rights to Sage to manufacture, import, sell or offer for sale bulk Captisol. Sage
acknowledges that not all rights of CyDex related to the manufacture of Captisol are included within the rights licensed hereunder, given that CyDex shall supply Sage’s requirements of Captisol for the Licensed Product. Sage shall not attempt
to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol except as and to the extent reasonably required to determine an optimal formulation of the Licensed Product, and such structure and composition (as and
if so determined) shall be considered Confidential Information of CyDex. Sage acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights for the Licensed Patents, (ii) except as expressly provided
herein, CyDex shall not be restricted in making sales of Captisol or licensing rights to other parties, and (iii) CyDex does not warrant or indemnify Licensee or its Affiliates and Sublicensees against the Licensed Product infringing third
party rights. 
 (d) Non-Suit. During the term of this Agreement, neither CyDex nor any of its Affiliates shall sue or
threaten to sue, or take any similar action against, or aid, abet or enable any third party to sue, threaten to sue or take any similar action against, Sage, or any Sublicensees, or any of their respective Affiliates, or any customers or end-users
of any Licensed Products, claiming that the manufacture, use, sale, offer for sale or importation of any Licensed Product infringes any patents or patent applications owned, licensed, sublicensed or otherwise controlled by, now or in the future,
CyDex or any of its Affiliates. 
 (e) Negative Covenant. During the term of this Agreement, CyDex
and its Affiliates shall not grant any rights to any Third Party that conflict with the exclusive rights granted herein to Sage or that conflict with or otherwise impair Sage’s ability to conduct the activities described herein; provided, that,
if CyDex negotiates toward and/or enters into a [***];
provided further that CyDex shall provide notice to Sage of the terms and conditions included in any such [***] prior to executing same. Without limiting the generality of the foregoing, in the event that CyDex or any of its Affiliates become aware
that a Third Party is [***] conducting research, development or commercial activities using the Compound with Captisol, then CyDex shall take all reasonable measures to cease the supply of Captisol to such Third Party and to any other Third Party
that is determined to be supplying Captisol to such Third Party. Sage hereby acknowledges that CyDex’s performance of its obligations [***], and the exercise by a Third Party of its rights under [***], are hereby deemed not to be a breach by CyDex or any of
its Affiliates of this Section 2.1(e). 
  

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 (f) Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement by CyDex to
Sage are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The parties agree that Sage,
as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 
 2.2 Grant of License from Sage to CyDex. Sage hereby grants to CyDex a nonexclusive, transferable, perpetual, worldwide and royalty-free license, with the right to grant sublicenses (through
multiple tiers of sublicensees), under Sage’s and its Affiliates’ rights in and to Captisol Improvements to develop, make, have made, use, market, distribute, import, sell and offer for sale Captisol, any Captisol Improvement and products
formulated with Captisol or any Captisol Improvement (in each case, other than the Compound, the Licensed Product and any other compound that is a “Compound” under any other Commercial License Agreement entered into by and between Sage and
CyDex and any other product that is a “Licensed Product” under any other Commercial License Agreement entered into by and between Sage and CyDex). If during the Term any of (a) Sage, (b) Affiliates to whom Sage has provided
rights under the licenses granted to Sage by CyDex pursuant to Section 2.1, or (c) Sublicensees pursuant to the practice of their respective sublicenses from Sage under Section 2.3, file any patent application claiming
Captisol anywhere in the world, CyDex shall be deemed automatically to have a nonexclusive, transferable, perpetual, worldwide and royalty-free license, with the right to grant sublicenses (through multiple tiers of sublicensees), under the claims
relating specifically to Captisol to make, have made, use, market, distribute, import, sell, and offer for sale Captisol and all products formulated with Captisol (in each case, other than the Compound, the Licensed Product and any other compound
that is a “Compound” under any other Commercial License Agreement entered into by and between Sage and CyDex and any other product that is a “Licensed Product” under any other Commercial License Agreement entered into by and
between Sage and CyDex). Sage shall provide prompt notice of any Captisol Improvement, and shall notify and consult with CyDex at least [***] before the filing of any patent application claiming Captisol or any Captisol Improvement. Sage grants no
licenses or rights to use other than as expressly set forth herein. 
 All rights and licenses granted under or pursuant to this Agreement by
Sage to CyDex are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The parties agree
that CyDex, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 
 2.3 Sublicensing. Sage shall have the right to grant sublicenses to any Third Party (collectively “Sublicensees”) under the licenses granted to Sage pursuant to
Section 2.1; 
  

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provided that Sage warrants and shall procure, as a condition precedent thereto, that each such Sublicensee shall first be advised of the restrictions set forth in this Agreement with
respect to the transfer of the rights sublicensed to such Sublicensee and such Sublicensee shall enter into an agreement (in a form reasonably satisfactory to CyDex, with CyDex named as an intended third-party beneficiary) with Sage pursuant to
which such Sublicensee shall acknowledge and agree to observe and be bound by the applicable restrictions set forth in this Agreement. Other than as specifically provided in this Section 2.3 and Section 2.4, Sage shall not
have the right to grant sublicenses to any third party under the licenses granted pursuant to Section 2.1. Sage shall ensure that all of its Sublicensees will comply with the terms and conditions of this Agreement and shall remain fully
responsible for the compliance by such Sublicensees with the terms and conditions of this Agreement as if such Sublicensees were Sage hereunder. 
 2.4 Contracting. Sage may manufacture the Licensed Product (but not the bulk Captisol) or contract the manufacture of the Licensed Product (but not the manufacture of bulk Captisol) with reputable
FDA-inspected third party manufacturers (each a “Contract Manufacturer”) upon notification to CyDex in writing of Sage’s intent to do so (such notice to include the identity and location of the proposed Contract Manufacturers).
To the extent necessary to engage a Contract Manufacturer for the Licensed Product, Sage shall be permitted under this Agreement to grant any such Contract Manufacturer a sublicense under the licenses granted to Sage pursuant to
Section 2.1 solely for such purposes; provided that Sage warrants and shall procure, as a condition precedent thereto, that (a) any such Contract Manufacturer shall first be advised of the restrictions set forth in this Agreement
with respect to the transfer of the rights licensed to Sage and its Sublicensees hereunder and (b) any such Contract Manufacturer shall enter into an agreement (in a form reasonably satisfactory to CyDex, with CyDex named as an intended
third-party beneficiary) with Sage pursuant to which such Contract Manufacturer shall acknowledge and agree to observe and be bound by the applicable restrictions set forth in this Agreement. Sage shall ensure that all of its Contract Manufacturers
will comply with the terms and conditions of this Agreement and shall remain fully responsible for the compliance by such Contract Manufacturers with the terms and conditions of this Agreement as if such Contract Manufacturers were Sage
hereunder. 
 2.5 Technology Transfer. Within [***] after the Effective Date, CyDex shall provide Sage with a technology
transfer package, which shall include the Captisol Data Package. CyDex shall also, for a period of [***] after the Effective Date, make its personnel available to Sage and its Contract Manufacturers to respond to informational inquiries and provide
technical assistance related to the Captisol Data Package. Beginning on the earlier of (i) [***] after the first contact by Sage relating to the technology transfer or (ii) [***] after the Effective Date, Sage shall compensate CyDex at the
rate of $[***] for the time of CyDex personnel incurred to provide such services. Such technology transfer shall not include information related to the manufacture of bulk Captisol. 

2.6 Negative Covenant by CyDex. During the Term of this Agreement, CyDex and its Affiliates shall not develop or commercialize any
pharmaceutical composition comprising the 
  

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Compound in and for the Field, and shall not in any way assist any Third Party in developing or commercializing any pharmaceutical composition comprising the Compound (including without
limitation by granting any license or similar rights under intellectual property) in and for the Field. 
  

	3.	MANUFACTURE AND SUPPLY OF CAPTISOL. 


The provisions of the Supply Agreement and any related quality agreement shall govern the manufacture and supply of Captisol for use in
the formulation of the Licensed Product. 
  

	4.	COMPENSATION. 

 4.1 Payments and Royalties for Licenses. 
 (a) One-Time Fee. Upon
the exercise of its option under the License Agreement to enter into this Agreement and the related Supply Agreement, Sage has paid to CyDex a non-refundable, one-time option exercise fee. Receipt of such fee is hereby acknowledged. 

(b) Milestone Payments. Within [***] following the occurrence of each of the milestone events listed below with respect to the Licensed Product, Sage shall
provide written notice to CyDex of the achievement of such milestone event, and within [***] of the occurrence of each of the milestone events, pay to CyDex the applicable non-refundable milestone fee listed next to each such event in further
consideration of the rights granted Sage hereunder. The milestone payments (each payable only one time regardless of the number of times achieved by the Licensed Product and regardless of the number of the Licensed Products there may be under this
Agreement) are as follows. If any such milestone is achieved before all prior sequential milestones have been actually achieved, then any and all prior sequential milestones which were not previously actually achieved shall be deemed to have thereby
been achieved, and the milestone payments for such deemed-achieved milestones shall also be payable within such [***]. 
  

							
	 	  	 MILESTONE
	  	MILESTONE
PAYMENT
	 
	(i)	  	 Upon submission to the FDA of the first investigational new drug application by Sage
	  	$	300,000	  
	(ii)	  	 Upon dosing of the first patient in the first Phase II study by Sage or under rights from Sage for a Licensed
Product
	  	$	1,500,000	  
	(iii)	  	 Upon dosing of the first patient in the first Phase III or pivotal study by Sage or under rights from Sage for a Licensed
Product
	  	$	1,500,000	  
	(iv)	  	 Upon acceptance for filing by the FDA of the first NDA
	  	$	2,500,000	  
	(v)	  	 Upon receipt of the first Marketing Approval from the FDA
	  	$	12,000,000	  
	(vi)	  	 Upon receipt of the second Marketing Approval from the FDA
	  	$	5,000,000	  
	(vii)	  	 Cumulative Net Sales for all Licensed Products hereunder exceed $250,000,000
	  	$	4,000,000	  

  

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	 	  	 MILESTONE
	  	MILESTONE
PAYMENT
	 
	(viii)	  	 Cumulative Net Sales for all Licensed Products hereunder exceed $500,000,000
	  	$	4,000,000	  
	(ix)	  	 Cumulative Net Sales for all Licensed Products hereunder exceed $1,000,000,000
	  	$	5,000,000	  
	(x)	  	 Cumulative Net Sales for all Licensed Products hereunder exceed $2,000,000,000
	  	$	10,000,000	  

 For avoidance of doubt, Net Sales under any other agreements entered into pursuant between the parties shall not be
accumulated with Net Sales under this Commercial License Agreement for any purposes under this Agreement. 

(c) Royalties. In addition to amounts payable pursuant to Sections 4.1(a) and 4.1(b) above,
Sage shall make royalty payments to CyDex on a [***]
basis, in amounts equal to the appropriate royalty rate, according to the following rate schedule, times the applicable Net Sales during such quarter arising from the sale of Licensed Products in the Territory during the Term. 

 

					
	 ANNUAL CUMULATIVE NET SALES IN
THE TERRITORY
	  	ROYALTY RATE	 
	 Up to $250,000,000
	  	 	1.5	% 
	 $250,000,001 to $700,000,000
	  	 	2.5	% 
	 $700,000,001 to $1,000,000,000
	  	 	3.0	% 
	 $1,000,000,001 to $1,500,000,000
	  	 	3.5	% 
	 Above $1,500,000,000
	  	 	4.0	% 

 All royalties payable to CyDex pursuant to this Section 4.1(c) shall be due and payable within [***] after
the conclusion of each [***]. For clarity, the royalty rates set forth above in this Section 4.1(c) shall be applied to the total Net Sales of Licensed Products falling within the applicable range of aggregate annual Net Sales during the
quarter and year. For example, if at the end of the first quarter of a particular calendar year, the cumulative Net Sales of Licensed Products was $495,000,000, then sales representing the first $250,000,000 in such first quarter would be subject to
the 1.5% royalty rate and the remaining $245,000,000 would be subject to the 2.5% royalty rate under Section 4.1(c). And if then at the end of the second quarter of such particular calendar year, the annual cumulative Net Sales of
Licensed Products was $1,050,000,000, then sales representing the first $205,000,000 in such second quarter would be subject to the 2.5% royalty rate, sales representing the next $300,000,000 in such second quarter would be subject to the 3.0%
royalty rate and the remaining $50,000,000 would be subject to the 3.5% royalty rate under Section 4.1(c). For avoidance of doubt, Net Sales under any other agreements entered into pursuant between the parties shall not be accumulated
with Net Sales under this Commercial License Agreement for any purposes under this Agreement. 
  

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 Following the expiration of the last to expire Valid Claim within the Licensed Patents Covering the
manufacture, use, sale or importation of a Licensed Product in or into a given country of the Territory, Sage shall have the right to [***] the royalty payments which would otherwise thereafter be owed pursuant to the first paragraph of this
Section 4.1(c) with respect to Net Sales arising from the sale of Licensed Product in such country. 
 For avoidance of doubt, the
parties confirm that if different royalty rates could apply to Net Sales of a particular unit of Licensed Product (e.g., manufactured in Country A but sold in Country B, and different royalty rates are then applicable to Country A than to Country
B), the higher of the royalty rates shall apply to such unit of Licensed Product. 
 In establishing the royalty structure hereunder, the
parties recognize, and Sage acknowledges, the substantial value of the various obligations being undertaken by CyDex under this Agreement, in addition to the grant of the licenses under the Captisol Data Package as well as under the Licensed
Patents, to enable the rapid and effective market introduction of the Licensed Product. The parties have agreed to the payment structure set forth herein as a convenient and fair mechanism to compensate CyDex for these obligations. 

4.2 Currency. All amounts due hereunder are stated in, and shall be paid in, U.S. dollars. Net Sales based on foreign revenue
[***]. Sage shall provide CyDex, together with each royalty payment owed pursuant to Section 4.1(c) above, a schedule detailing the calculation of Net Sales resulting from the conversion of foreign revenue to U.S. dollars as set forth
herein. 
 4.3 Taxes. All amounts due hereunder exclude all applicable sales, use, and other taxes, and Sage will be
responsible for payment of all such taxes (other than taxes based on CyDex’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of amounts due under this Agreement or the sublicense or license,
as the case may be, under the Licensed Patents and Captisol Data Package under this Agreement. The parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of
royalties, milestone payments, and other payments made by Sage to CyDex under this Agreement. To the extent Sage is required to withhold taxes on any payment to CyDex, Sage shall pay the amounts of such taxes to the proper governmental authority in
a timely manner and promptly transmit to CyDex official receipts issued by the appropriate taxing authority and/or an official tax certificate, or such other evidence as CyDex may reasonably request, to establish that such taxes have been paid.
CyDex shall provide Sage any tax forms that may be reasonably necessary in order for Sage to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. CyDex shall use reasonable efforts to provide any
such tax forms to Sage at least [***] before the due date for any payment for which CyDex desires that Sage apply a reduced withholding rate. Each party shall provide the other with reasonable assistance to enable the recovery, as permitted by
applicable law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the party bearing such withholding tax or value added tax. 

 

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 4.4 Late Payments. Payments that are not made when due hereunder shall accrue
interest, from due date until paid, at a rate equal to
[***]. 

 

	5.	RECORDS; REPORTS; AUDIT. 

 5.1 Records. During the Term and for a period of [***] thereafter, Sage shall, and shall require its Affiliates and Sublicensees to, maintain accurate records relating to clinical study subject
enrollment for Studies of the Licensed Product and Net Sales of the Licensed Product. 
 5.2 Reports. 

(a) [***]. Within [***] following the conclusion of each [***] during the Term, Sage shall provide CyDex with written reports with
respect to such [***] that describe in reasonable detail Sage’s progress made toward achievement of the milestones specified in Section 4.1(b) above during such [***], including without limitation Sage’s then-current best
estimate for the dates to achieve such milestones and the number of human subjects enrolled during such [***] in a clinical study conducted by or on behalf of Sage, its Affiliates and Sublicensees to support Marketing Approval for the Licensed
Product and that received Licensed Product during such [***]. Within [***] following the conclusion of each [***] during the Term, Sage shall provide CyDex with a written report with respect to such [***] that sets forth in reasonable detail
complete and accurate records of Sage’s, its Affiliates’ and Sublicensees’ Net Sales of the Licensed Product during such [***]. 
 (b) [***] during the Term, Sage shall provide CyDex with written reports that: (i) update CyDex regarding development and commercial activities with respect to the Licensed Product,
(ii) describe in reasonable detail Sage’s progress made toward achievement of the milestones specified in Section 4.1(b) above during the preceding [***]; (iii) summarize in reasonable detail Sage’s communications and
meetings involving the FDA related to Captisol during the preceding [***]; (iv) detail Sage’s anticipated preclinical and clinical use of Captisol for the [***]; (v) provide CyDex with Sage’s non-binding, reasonable, estimated
rolling projection for sales of the Licensed Product, in terms of volume quantities and Net Sales values, for the then-current and the next [***]; and (vi) set forth such other information regarding Captisol as mutually agreed upon by the
parties. 
 5.3 Audit. Upon reasonable prior notice, such Section 5.1 records shall be available during
regular business hours for examination and audit at the expense of CyDex, and not more often than [***], by an independent certified public accountant selected by CyDex and reasonably acceptable to Sage, for the sole purpose of verifying the
accuracy of the financial reports furnished by Sage pursuant to this Agreement. Any amounts shown to be owed but unpaid shall be paid within [***] from the accountant’s report from the original due date, plus interest accrued thereon (from the
applicable original due date) at the rate set forth in Section 4.4 above. Any amounts shown to have been overpaid shall be refunded within [***] CyDex shall bear the full cost of such audit unless such audit discloses failure by Sage to
pay any applicable 
  

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milestone payment due or an underpayment by Sage of more than
[***] of the amount due or any other material inaccuracies
in a Sage report, in which case Sage shall bear the full cost of such audit, plus (as in all cases of underpayment) the underpayment amount and interest at the rate set forth in Section 4.4 above. All information learned in the course of
any audit or inspection under this Section 5.3 shall be deemed to be Confidential Information of Sage, subject to the terms and provisions of Section 8 below, except to the extent necessary for CyDex to enforce its rights
under this Agreement. 
  

	6.	DEVELOPMENT AND COMMERCIALIZATION BY SAGE. 


6.1 Diligence. Sage shall (i) use at least Commercially Reasonable Efforts, and shall further require its Affiliates and
Sublicensees to use at least Commercially Reasonable Efforts, to develop the Licensed Product, to seek Regulatory Approval of the Licensed Product in all countries and regions where it is commercially reasonable to so seek, and to commercialize the
Licensed Product in each respective country and region following Regulatory Approval of the Licensed Product in such respective country/region, [***]. If Sage is unable to comply with the requirements set forth in Exhibit D hereto due
to unanticipated events or changed circumstances that are beyond the reasonable control of Sage, including, for example, delays caused by changes to the development plan that are required in the exercise of sound scientific or commercial judgment
due to new information regarding the development of product candidates or changes to the applicable regulatory requirements, then the Parties shall meet and make reasonable extensions to the deadlines provided on Exhibit D. In the
event that Sage fails to meet the requirements of this Section 6.1, CyDex shall have the right to terminate this Agreement pursuant to Section 13.2 hereof. The Parties hereby agree and acknowledge that if Sage entered or
enters into a Combination Commercial License, then the requirements of this Section 6.1 shall be waived for all purposes under this Agreement provided that Sage satisfies the diligence obligations under the Combination Commercial
License. 
 6.2 Costs and Expenses. Other than those specified in this Agreement, Sage shall be solely responsible for
all costs and expenses related to its development and commercialization of the Licensed Product, including without limitation, costs and expenses associated with all preclinical activities and clinical trials, and all regulatory filings and
proceedings relating to the Licensed Product. 
 6.3 In Vivo Studies. If Sage wishes to conduct any in vivo study
(preclinical or clinical, in animals or in humans, each a “Study”) of the Compound combined with or formulated using Captisol, then Sage shall notify CyDex of any such Study and of the protocol therefor in writing at least [***]
before commencing such Study, and the following provisions shall apply: 
 (a) Dosing. Sage shall not exceed the dosing
matrix levels of Captisol indicated by Exhibit E hereto without the written consent of CyDex. 
  

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 (b) Review of Protocol. Sage shall provide information regarding each protocol for each Study and agrees
to allow CyDex to review and comment upon the aspects of such protocol which pertain solely to the use and administration of Captisol. Sage shall give due consideration and reasonably incorporate any input that CyDex provides regarding such protocol
to the extent it pertains solely to the use and administration of Captisol. The contents of each such protocol shall be deemed to be Confidential Information of Sage, subject to the terms and provisions of Section 8 below. 

(c) Compliance with Laws. Sage represents and warrants that each Study will be performed in accordance with all applicable laws,
regulations and requirements. Sage will provide or cause to be provided all appropriate warnings to participants enrolled in each Study and obtain or cause to be obtained appropriate documentation of informed consent from all participants in each
such Study. 
 (d) Adverse Events. Sage agrees to immediately inform CyDex if any adverse effects are observed and
ascribed to Captisol in any Study in accordance with Section 7.3 hereof if applicable and in a reasonable and prompt manner if Section 7.3 hereof is not applicable. To accurately track adverse events and preserve the validity
of each Study, Sage shall only use Captisol supplied by CyDex for each such Study conducted under the scope of this Agreement, and shall not use and any other cyclodextrin product supplied by a third party. 

(e) Reporting and Study Data. Sage agrees to provide CyDex with copies of the final and full reports of all Studies conducted
under this Section 6.3, promptly upon completion thereof, and Sage hereby grants to CyDex a non-exclusive, royalty-free license (with the right to sublicense) to use and disclose such data as required by applicable law to update the DMF
for Captisol. 
 (f) Review of Regulatory Filings and Publications. At least [***] before a submission of any proposed written publication material or
regulatory submission (which shall be subject to the restrictions of Section 8 hereof), Sage shall provide to CyDex for CyDex’s review and comment a copy of any proposed written publication, material or regulatory submission
reporting results of a Study where such publication material refers to Captisol or to [***]. Sage shall give due consideration and reasonably incorporate any input that CyDex provides regarding Captisol or [***]. 

6.4 Right of Reference. Sage shall have the right to reference the DMF solely in connection with Sage’s regulatory filings
submitted in connection with obtaining Regulatory Approval for the Licensed Product. 
 6.5 Access to Sage’s Data.
CyDex shall have the right to reference and utilize all toxicology/safety and other relevant scientific data developed on Captisol alone (and not in conjunction with a product formulation) by Sage, its Sublicensees or Affiliates as required by
applicable laws relating to adverse event reporting and/or in connection with development and commercialization of Captisol or for fulfilling its obligations under this Agreement, all at no cost to CyDex. Upon request by CyDex, Sage shall either
provide CyDex with a copy of all such data or shall make such data accessible to CyDex at times and locations reasonably agreeable to CyDex. 
  

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	7.	REGULATORY MATTERS. 

 7.1 Captisol Information Submitted for Regulatory Review. Except as otherwise set forth herein, Sage shall be solely responsible for all communications with regulatory agencies in connection with
the Licensed Product. Sage shall provide CyDex with copies of the portions of all regulatory submissions containing Captisol data alone (and not in conjunction with any product formulation) [***] before submission and shall allow CyDex to review and comment upon
said submissions. The contents of each such submission shall be deemed to be Confidential Information of Sage, subject to the terms and provisions of Section 8 below. Sage shall promptly inform CyDex of meetings with the FDA (or other
regulatory agencies in the Territory) regarding the Licensed Product. If Sage submits written responses to the FDA that include data on Captisol alone, CyDex shall be permitted to review such written materials before submission. If CyDex reasonably
objects to the contents of such written responses relating to Captisol, the parties agree to cooperate in working toward a reasonable and mutually agreeable response, provided that Sage shall be entitled to in good faith and with full regard for
CyDex’s interests and concerns make the final determination as to the contents of any such materials. 
 7.2 Material
Safety. CyDex shall provide Sage, in writing, from time to time, with (a) relevant material information currently known to it regarding handling precautions, toxicity and hazards with respect to Captisol, and (b) the then-current
material safety data sheet for Captisol. CyDex warrants that all such information shall to CyDex’s knowledge be complete and accurate. Notwithstanding the foregoing or anything in this Agreement to the contrary, with respect to any information
that is provided in accordance with this Agreement by CyDex, Sage is solely responsible for (i) use of such documentation, including without limitation, use in any regulatory submission to the FDA or any other regulatory agency,
(ii) document control and retention, and (iii) determining the suitability of any such documentation for use in any regulatory submission. 
 7.3 Adverse Event Reporting. Sage shall adhere, and shall require that its Affiliates, Sublicensees, co-marketers and distributors adhere, to all requirements of applicable law and regulations that
relate to the reporting and investigation of any adverse event, including without limitation an unfavorable and unintended diagnosis, symptom, sign (including an abnormal laboratory finding), syndrome or disease, whether or not considered Captisol
or Licensed Product-related, which occurs or worsens following administration of Captisol or Licensed Product. Sage shall provide CyDex with copies of all reports of any such adverse event which is serious (any such adverse event involving Captisol
or the Licensed Product that results in death, is life-threatening, requires or prolongs inpatient hospitalization, results in disability, congenital anomaly or is medically important (i.e., may require other medical or surgical intervention to
prevent other serious criteria from occurring)) which Sage has reason to believe are associated 
  

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with Captisol within [***] following (i) Sage’s submission of any such report to any regulatory agency, or (ii) receipt from Sage’s Sublicensee, co-marketer or distributor of any such report to any regulatory
agency. Sage shall also advise CyDex regarding any proposed labeling or registration dossier changes affecting Captisol. Reports from Sage shall be delivered to the attention of Chief Scientific Officer, CyDex, with a copy to General Counsel,
Ligand, at the address set forth in Section 14.7. The parties shall mutually cooperate with regard to investigation of any such serious adverse event, whether experienced by Sage, CyDex or any other Affiliate, Sublicensee, co-marketer or
distributor of CyDex or Sage. 
 7.4 Product Recalls. If any Captisol should be alleged or proven not to meet the
Specifications, Sage shall notify CyDex immediately, and both parties shall cooperate fully regarding the investigation and disposition of any such matter. In the event of a dispute arises between the parties as to whether or not Captisol purchased
by Sage meets the Specifications, such dispute shall be immediately resolved by submitting it to an independent quality control laboratory mutually agreed upon by the parties. The findings of such independent laboratory shall be binding upon the
parties. The cost of the independent quality control laboratory shall be borne by the party whose results are shown by such laboratory to have been incorrect. If (i) Sage and CyDex agree in writing that it is appropriate to recall any Licensed
Product, or (ii) the FDA requires the recall of any Licensed Product, and in either case, to the extent that such recall is due to issues relating to Captisol, then CyDex agrees, upon substantiation thereof, to bear a proportionate share (based
on the extent to which the recall was caused by issues relating to Captisol) of the reasonable direct costs associated with said recall, including a proportionate share of the actual cost of conducting the recall in accordance with the recall
guidelines of the applicable governmental authority, including without limitation, a proportionate share of the cost of the Licensed Product subject to the recall. Sage shall in all events be responsible for conducting any such recalls with respect
to the Licensed Product and shall maintain records of all sales of Licensed Product and customers sufficient to adequately administer any such recall, for a period of five years after termination of this Agreement. 

 

	8.	CONFIDENTIALITY. 

 8.1 Definition. Sage and CyDex each recognizes that, during the Term, it may be necessary for a party (the “Disclosing Party”) to provide Confidential Information (as defined
herein) to the other party (the “Receiving Party”) that is highly valuable, the disclosure of which would be highly prejudicial to such party. The disclosure and use of Confidential Information will be governed by the provisions of
this Section 8. Neither Sage nor CyDex shall use the other’s Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, “Confidential Information” means all information
disclosed by the Disclosing Party to the Receiving Party and which is obviously Confidential Information, or which is designated in writing by the Disclosing Party as “Confidential” (or equivalent), or which when disclosed orally is
declared to be confidential by the Disclosing Party and confirmed 
  

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in a writing delivered to the Receiving Party within
[***] of such disclosure, including but not limited to
product specifications, data, know-how, formulations, product concepts, sample materials, business and technical information, financial data, batch records, trade secrets, processes, techniques, algorithms, programs, designs, drawings, and any other
information related to a party’s present or future products, sales, suppliers, customers, employees, investors or business. Without limiting the generality of the foregoing, CyDex’s Confidential Information includes all materials provided
as part of the Captisol Data Package, and Sage’s Confidential Information includes Sage Patents and Sage Know-How. 

8.2 Obligation. CyDex and Sage agree that they will disclose the other’s Confidential Information to its (or its respective
parent’s) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such
disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent, and
any such disclosure to a Third Party shall be pursuant to the terms of a non-disclosure agreement no less restrictive than this Section 8. The party which disclosed Confidential Information of the other to any Third Party shall be
responsible and liable for any disclosure or use by such Third Party (or its disclosees) which would have violated this Agreement if committed by the party itself. Neither party shall use Confidential Information of the other except as expressly
allowed by and for the purposes of this Agreement. Each party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential
Information (but in no event less than a reasonable standard of care). Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, if so requested by the other party a party shall promptly return all relevant
records and materials in its possession or control containing or embodying the other party’s Confidential Information (including all copies and extracts of documents); provided, however, that each party may retain one archival copy (and such
electronic copies that exist as part of the party’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

 8.3 Exceptions. The use and non-disclosure obligations set forth in this Section 8 shall not apply to any
Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: 
 (i)
at the time of disclosure is in the public domain; 
 (ii) after disclosure, becomes part of the public domain, by
publication or otherwise, through no fault of the Receiving Party or its disclosees; 
 (iii) is independently developed
by Receiving Party personnel with no reference or access to the Confidential Information; or 
  

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 (iv) is made available to the Receiving Party by an independent third party without obligation of
confidentiality, provided, however, that to the Receiving Party’s knowledge, such information was not obtained by said third party, directly or indirectly, from the Disclosing Party hereunder. 

In addition, the Receiving Party may disclose information that is required to be disclosed by law, by a valid order of a court or by
order or regulation of a governmental agency including but not limited to, regulations of the Securities and Exchange Commission, or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt
notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order or confidential-treatment order preventing or limiting (to the greatest possible extent and for the longest
possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. 

8.4 Injunction. Each party agrees that should it breach or threaten to breach any provisions of this Section 8, the
Disclosing Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by the Receiving Party of this Section 8, the Disclosing Party shall be entitled to seek temporary,
preliminary and/or permanent injunctive relief in addition to any other remedy which it may have, without need to post any bond or security, in addition to any and all other legal and equitable rights and remedies available to the Disclosing Party.

 8.5 Third Party Information. The parties acknowledge that the defined term “Confidential Information” shall
include not only a disclosing party’s own Confidential Information but also Confidential Information of a Third Party which is in the possession of a disclosing party. 

Sage acknowledges that CyDex’s Confidential Information includes information developed by [***] that is confidential to both CyDex and [***]. In so far as
Confidential Information of [***] is disclosed, [***] is a third-party beneficiary of this Section 8 of this Agreement and may enforce it or seek remedies pursuant to it in accordance with its terms. 

Sage agrees not to disclose to CyDex any Confidential Information of a Third Party which is in the possession of Sage, unless CyDex has
given an express prior written consent (which specifies the owner of such Confidential Information) to receive such particular Confidential Information. If CyDex refuses to provide such consent, then any obligation of Sage to provide such
information to CyDex under this Agreement shall be deemed waived by CyDex. 
 8.6 Public Announcements. The parties will
mutually agree on a press release to be issued upon execution of this Agreement or reasonably soon thereafter. Neither party shall make any subsequent public announcement concerning this Agreement or the terms hereof not previously made public
without the prior written approval of the other party with regard to the form, content, and 
  

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precise timing of such announcement, except as may be required to be made by either party in order to comply with applicable Law, regulations, court orders, or tax, securities filings, financing
arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld or delayed by such other party. Before any such public announcement, the party wishing to make the announcement will submit a draft of the proposed
announcement to the other party in sufficient time to enable such other party to consider and comment thereon. 
  

	9.	REPRESENTATIONS AND WARRANTIES. 


9.1 Mutual Representations and Warranties. Each party represents and warrants to the other (as of the Effective Date) as follows:

 (i) it is a corporation duly organized and validly existing under the laws of the state or country of its
incorporation; 
 (ii) it has the power and right to enter into this Agreement and to perform its obligations hereunder;

 (iii) this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid
and binding obligation of such party enforceable against such party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other
similar laws affecting the rights and remedies of creditors generally and by general principles of equity; 
 (iv) the
execution, delivery and performance of this Agreement by such party do not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or
regulation of any court, governmental body or administrative or other agency having authority over such party; 
 (v)
all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; 

(vi) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or
valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents; and 
 (vii) it has not entered into any agreement with any third party that is in conflict with the rights granted to the other party pursuant to this Agreement. 

9.2 CyDex Representation. CyDex owns all right, title and interest in and to, or in-licenses with the right to sublicense, the
Captisol Patents listed on Exhibit A attached hereto. 
 9.3 Disclaimer. THE WARRANTIES
SET FORTH IN THIS SECTION 9 ARE PROVIDED IN LIEU OF, AND
EACH PARTY HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED,


  
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RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, CAPTISOL,
THE LICENSED PATENTS OR THE CAPTISOL DATA PACKAGE, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

 

	10.	INDEMNIFICATION. 

 10.1 By CyDex. CyDex shall defend, indemnify and hold Sage and its Affiliates and Sublicensees, and each of their respective directors, officers, agents and employees, harmless from and against any
and all losses, judgments, damages, liabilities, settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively “Losses”) incurred by Sage as a
result of any claim, demand, action or other proceeding (each, a “Claim”) by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution, importation, sale or
offering for sale of Captisol by CyDex and its Affiliates (including without limitation, the sale of Captisol by CyDex to Sage under the Supply Agreement); (b) infringement of any person’s intellectual property rights in Captisol per se;
(c) CyDex’s breach of this Agreement, including without limitation any of its representations and warranties set forth in Section 9.1, and (d) CyDex’s negligence or misconduct. 

10.2 By Sage. Sage shall defend, indemnify and hold CyDex and its Affiliates, and each of their respective directors, officers,
agents and employees, harmless from and against any and all Losses incurred by CyDex as a result of any Claim by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution,
importation, sale or offering for sale of the Licensed Product by Sage, its Affiliates and Sublicensees; (b) any acts or omissions by Sage in connection with pre-clinical studies and clinical studies of actual or potential Licensed Products;
(c) infringement of any person’s intellectual property rights in connection with the subject matter of this Agreement (other than intellectual property rights in Captisol per se); (d) Sage’s breach of this Agreement, including
without limitation any of its representations and warranties set forth in Section 9.1 and (e) Sage’s negligence or misconduct. 
 10.3 Expenses. As the parties intend complete indemnification, all costs and expenses of enforcing any provision of this Section 10 shall also be reimbursed by the Indemnifying Party.

 10.4 Procedure. 
 (a) The person intending to claim indemnification under this Section 10 (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying
Party”) of any Claim in respect of which the Indemnified Party intends to claim such indemnification, and a reasonable explanation of the basis for the Claim and the amount of alleged Losses to the extent of the facts then known by the
Indemnified Party. (Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to
the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) The Indemnifying Party shall assume the defense thereof whether or not such Claim is rightfully brought; provided, however, that if
the Indemnifying Party assumes the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying 

  
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Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the
Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the
Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to assume the defense of and
reasonably defend such Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party.

 (b) The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or resolved by consent to
the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the
Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless
(A) there is no finding or admission of any violation of law or any violation of the rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims
that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from
taking) any action. 
 (c) Regardless of who controls the defense, the other party hereto shall reasonably cooperate in
the defense as may be requested. Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any
Claim. 
 11. LIMITATION OF LIABILITY. EXCEPT
FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, EACH PARTY SPECIFICALLY
DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR
ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS,
LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KIND
OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR RESULTING FROM THE MANUFACTURE, HANDLING, MARKETING, SALE, DISTRIBUTION OR USE
OF LICENSED PRODUCT OR USE (PURSUANT TO OR IN CONNECTION WITH THE
RIGHTS GRANTED UNDER THIS AGREEMENT) OF THE LICENSED PATENTS AND CAPTISOL
DATA PACKAGE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. [***]. PROVIDED, THAT THE FOREGOING LIMITATIONS
SHALL NOT LIMIT CYDEX’S RIGHT TO TAKE ACTION TO ENFORCE
THIS COMMERCIAL LICENSE AGREEMENT TO COLLECT AMOUNTS THAT ARE PROPERLY DUE
AND OWING UNDER ARTICLE 4 HEREOF. NO ACTION, REGARDLESS OF FORM, ARISING
OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER
PARTY MORE THAN [***] AFTER SUCH PARTY HAS KNOWLEDGE OF THE 

 

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LEGAL AND FACTUAL BASIS FOR SUCH CAUSE OF ACTION
OR AFTER EXPIRATION OF THE APPLICABLE STATUTORY LIMITATIONS PERIOD, WHICHEVER IS
SOONER. FOR AVOIDANCE OF DOUBT, THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS
WITH RESPECT TO ANY LIABILITY THAT MAY ACCRUE UNDER THE LICENSE
AGREEMENT, ANY COMMERCIAL LICENSE AGREEMENT (OTHER THAN THIS AGREEMENT) OR ANY
SUPPLY AGREEMENT OR IN CONNECTION WITH ACTIVITIES CONDUCTED PURSUANT TO OR
CONTEMPLATED BY ANY SUCH AGREEMENTS SHALL BE DETERMINED PURSUANT TO THE
TERMS OF THOSE AGREEMENTS AND NOT BY THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT. 
  

	12.	MANAGEMENT OF LICENSED PATENTS. 


12.1 Prosecution and Maintenance. 
 (a) CyDex Patents. CyDex shall maintain, [***] CyDex agrees that, during the Term, it will use Commercially Reasonable Efforts to prosecute, obtain and maintain the Captisol Patents in [***]. In the event that CyDex decides not to prosecute and
maintain the Captisol Patents in a country or countries which is not a major market, CyDex shall provide not less than [***] prior written notice of such decision, and Sage shall have the option to take over the prosecution and maintenance in such
country or countries. 
 (b) Licensed Product Patents. Sage shall maintain, [***], provided that CyDex shall be
provided with the right and opportunity to give comments and recommendations as to the overall strategy regarding the filing, prosecution and maintenance of the Licensed Product Patents. Sage agrees that, during the Term, it will use Commercially
Reasonable Efforts to prosecute, obtain and maintain the Licensed Product Patents in [***]. In the event that Sage decides not to prosecute and maintain the Licensed Product Patents in a country or countries which is not a major market, Sage shall
provide not less than [***] prior written notice of such decision, and CyDex shall have the option to take over the prosecution and maintenance in such country or countries. 
 (c) Sage Patents and Sage Know-How. Sage shall be the sole and exclusive owner of Sage Patents and Sage Know-How. Sage, at its own cost and expense, shall be solely responsible for prosecuting and
maintaining Sage Patents. 
 12.2 Infringement of Captisol Patents by Third Parties. 

(a) If Sage becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing,
providing all information available to Sage regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage shall, at
CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a
Captisol Patent. Sage shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. 
  

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 (b) If Sage becomes aware that a third party may be infringing a Licensed Product Patent, it will
promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If Sage elects
to take action, CyDex shall, at Sage’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage in taking any such action, including but not limited to, cooperating with the prosecution of any
infringement suit by Sage related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of Sage. 

 

	13.	TERM AND TERMINATION. 

 13.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect unless and until terminated as set forth herein. Upon the
expiration or termination of the Term, this Agreement, and the rights, licenses and obligations granted hereunder, shall terminate, subject only to Section 13.5. 
 13.2 Termination for Breach. 
 (a) Notice. If
either party believes that the other is in material breach of this Agreement, then the party holding such belief (the “Non-breaching Party”) may deliver notice of such breach to the other party (the “Notified
Party”). The Notified Party shall have [***] to
cure such breach to the extent involving non-payment of amounts due hereunder, and [***] to either cure such breach for all other material breaches, or, if cure of such breach other than non-payment cannot reasonably be effected within such [***]
period, to deliver to the Non-breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing but in no event in excess of an additional [***] period.
Following delivery of such a plan, the Notified Party shall diligently carry out the plan and cure the breach and the cure period shall be extended by the time period provided in such plan but in no event to exceed [***] from the date of any initial
breach notice delivered under this Section 13.2. 
 (b) Failure to Cure. If the Notified Party fails to cure
a material breach of this Agreement as provided for in Section 13.2, then the Non-breaching Party may terminate this Agreement upon written notice to the Notified Party. 

13.3 Sage Right to Terminate. Sage shall have the right to terminate this Agreement, without cause, on [***] prior written notice
to CyDex. 
  

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 13.4
Termination of the Supply Agreement. For clarity, this Agreement shall terminate if the Supply Agreement is terminated. 

13.5 Survival. Notwithstanding any other provisions of this Agreement, any liability or obligation of
either party to the other for acts or omissions before the termination of this Agreement shall survive the termination of this Agreement. And, such termination shall not relieve either party from obligations that are expressly indicated to survive
termination of this Agreement, nor shall any termination of this Agreement relieve Sage of its obligation to pay CyDex royalties for all Licensed Product sold by Sage, its Affiliates or Sublicensees before the effective date of such termination.
Sections 2.2 (Grant of License from Sage to CyDex), 4.1 (Payments and Royalties for Licenses), 4.2 (Currency), 4.3 (Taxes), 4.4 (Late Payments), 5 (Records; Reports; Audits), 6.3 (In Vivo Studies), 6.5 (Access
to Sage’s Data), 7.3 (Adverse Event Reporting), 7.4 (Product Recalls), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13.3 (CyDex Rights Upon Termination), 13.5 (Survival), and 14 (General
Provisions) shall survive termination of this Agreement. 
  

	14.	GENERAL PROVISIONS. 

 14.1 Non-Solicitation. During the Evaluation Period and for a period of one year thereafter, neither party shall solicit any employee of the other party to terminate his or her employment with such
other party or to breach any other obligation to such other party. This section is not meant to encompass general solicitations such as may be found in newspaper advertisements and the like. 

14.2 Relationship of Parties. Each of the parties hereto is an independent contractor and nothing in this Agreement is intended or
shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties. No party shall have the right to, and each party agrees not to purport to, incur any debts or make any commitments or contracts
for the other. 
 14.3 Compliance with Law. Each of the parties shall comply with all applicable international, federal,
state and local laws, rules and regulations, including, but not limited to, import/export restrictions, laws, rules and regulations governing product quality and safety and patent, copyright and trade secret protection. 

14.4 Arbitration. 
 (a) Procedure. Except as otherwise expressly set forth in this Agreement, any and all disputes or controversies arising out of or relating to this Agreement shall be exclusively and finally
resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, in Boston, Massachusetts. The arbitration shall be conducted by an arbitrator reasonably knowledgeable about
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cannot agree on a single arbitrator within [***] after a demand for arbitration has been made, CyDex shall appoint an arbitrator, Sage shall appoint an arbitrator, the two arbitrators shall appoint a third arbitrator, and the three arbitrators shall
hear and decide the issue in controversy. If either party fails to appoint an arbitrator within [***] after service of the demand for arbitration, then the arbitrator appointed by the other party shall arbitrate any controversy in accordance with
this Section 14.4(a). Except as to the selection of arbitrators, the arbitration proceedings shall be conducted promptly and in accordance with the rules of the American Arbitration Association then in effect. The expenses of any
arbitration, including the reasonable attorney fees of the prevailing party, shall be borne by the party deemed to be at fault or on a pro-rata basis should the arbitration conclude in a finding of mutual fault. 

(b) Confidentiality of Proceedings. All arbitration proceedings hereunder shall be confidential and the arbitrator(s) shall issue
appropriate protective orders to safeguard each party’s Confidential Information. Except as required by law, no party shall make (or instruct the arbitrator(s) to make) any public announcement with respect to the proceedings or decision of the
arbitrator(s) without prior written consent of the other party. 
 (c) Interim Equitable Relief. Notwithstanding
Section 14.4(a), but subject to the limitations set forth in Article 11, each party shall not be precluded from seeking equitable relief (including but not limited to interim injunctive relief) in any court having jurisdiction to
protect its interests. 
 (d) Binding Effect. The provisions of this Section 14.4 shall survive any
termination of this Agreement, and shall be severable and binding on the parties hereto, notwithstanding that any other provision of this Agreement may be held or declared to be invalid, illegal or unenforceable. 

14.5 Costs and Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear
[***]. 

14.6 Force Majeure. Neither party shall be liable for failure to perform, or delay in the performance of, its obligations under
this Agreement (other than payment obligations) when such failure or delay is caused by an event of force majeure. For purposes of this Agreement, an event of force majeure means any event or circumstance beyond the reasonable control of the
affected party, including but not limited to, war, insurrection, riot, fire, flood or other unusual weather condition, explosion, act of God, peril of the sea, strike, lockout or other industrial disturbance, sabotage, accident, embargo, breakage of
machinery or apparatus, injunction, act of governmental authority, compliance with governmental order or national defense requirements, or inability to obtain fuel, power, raw materials, labor or transportation facilities. If, due to any event of
force majeure, either party shall be unable to fulfill its obligations under this Agreement (other than payment obligations), the affected party shall immediately notify the other party of 
  

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such inability and of the period during which such inability is expected to continue and the time for performance shall be extended for a number of days equal to the duration of the force
majeure. 
 14.7 Notices. Any notice, request, or communication under this Agreement shall be effective only if it is in
writing and personally delivered; sent by certified mail, postage pre-paid; facsimile with receipt confirmed; or by nationally recognized overnight courier with signature required, addressed to the parties at the addresses stated below or such other
persons and/or addresses as shall be furnished in writing by any party in accordance with this Section 14.7. Unless otherwise provided, all notices shall be sent: 
 If to CyDex, to: 
 CyDex Pharmaceuticals, Inc. 

10513 W. 84th Terrace 
 Lenexa, KS 66214 
 Attention: President 

Fax: (913) 685-8856 
 With a copy to: 
 General Counsel 

Ligand Pharmaceuticals Incorporated 
 11085 North Torrey Pines Road 
 Suite 300 

La Jolla, CA 92037 
 Fax:    (858) 550-7272 
 If to Sage, to: 

Sage Therapeutics, Inc. 
 29 Newbury Street, Suite 301 
 Boston, Massachusetts 02116 

Attention: President 
 Fax:    (617) 859-2891 
 With a copy to: 

Goodwin Procter LLP 
 Exchange Place 
 Boston, MA 02109 

Attention: Christopher Denn 
 Fax: (617) 523-1231 
 If sent by facsimile transmission,
[***] shall be deemed to be the date on which such notice,
request or communication was given. If sent by overnight courier, [***] after the date of deposit with such courier shall be deemed to be the date on which such notice, request or communication was given. If sent by certified mail, the [***] after
the date of mailing shall be deemed the date on which such notice, request or communication was given. 
  

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 14.8
Use of Name; Publicity. No party shall use the name, trademark, trade name or logo of the other party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or
its subject matter, without the prior express written permission of the other party, except as may be required by law or the rules of NASDAQ. The parties agree that a party may disclose this Agreement’s existence and terms, and material
developments or material information generated under this Agreement, in (i) securities filings with the Securities and Exchange Commission (or equivalent foreign agency) to the extent required by law, or (ii) under conditions of
confidentiality/nonuse in connection with investment and similar corporate transactions. Notwithstanding the above, once a public announcement has been made, either party shall be free to disclose to third parties any information contained in said
public announcement. In the event of a required public announcement, the party making such announcement shall provide the other party with a copy of the proposed text before such announcement sufficiently in advance of the scheduled release of such
announcement to afford such other party a reasonable opportunity to review and comment upon the proposed text and the timing of such disclosure. 
 14.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without giving effect to any conflicts of law principles that
require the application of the law of a different state). 
 14.10 Entire Agreement; Amendment. The Commercial License
Agreement and all Exhibits attached hereto contain the entire agreement of the parties relating to the subject matter hereof and thereof and supersede any and all prior or contemporaneous agreements, written or oral, between CyDex (and/or any of its
Affiliates) and Sage (and/or any of its Affiliates) relating to the subject matter hereof and thereof; provided, that any confidentiality/nonuse provisions of any prior agreement are not superseded and will remain in effect in addition to the
confidentiality/nonuse provisions hereof. This Agreement can not be amended except by way of an express writing signed by both parties. 
 14.11 Binding Effect. This Agreement shall be binding upon, and the rights and obligations hereof shall apply to, CyDex and Sage and any successor(s) and permitted assigns. The name of a party
appearing herein shall be deemed to include the names of such party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. 
 14.12 Waiver. The rights of either party under this Agreement may be exercised from time to time, singularly or in combination, and the exercise of one or more such rights shall not be deemed to be
a waiver of any one or more of the others. No waiver of any breach of a term, provision or condition of this Agreement shall be deemed to have been made by either party unless such waiver is addressed in writing and signed by an authorized
representative of that party. The failure of either party to insist upon the strict performance of any of the terms, provisions or conditions of this Agreement, or to exercise any option contained in this Agreement, shall not be construed as a
waiver or relinquishment for the future of any such term, provision, condition or option or the waiver or relinquishment of any other term, provision, condition or option. 

  
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 14.13
Severability. If any provision of this Agreement is determined by a final and binding court or arbitration judgment to be invalid, illegal or unenforceable to any extent, such provision shall not be not affected or impaired up to the limits of
such invalidity, illegality or unenforceability; the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way; and the parties agree to negotiate in good faith to replace such
invalid, illegal and unenforceable provision (or portion of provision) with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid,
illegal or unenforceable provision (or portion of provision). This Agreement shall not be invalidated by any future determination that any or all of the Licensed Patents have expired or been invalidated. 

14.14 Assignment. Sage may not assign its rights or delegate its obligations under this Agreement, in whole or in part, by
operation of law or otherwise, to any third party without the prior written consent of CyDex, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Sage may assign its rights and delegate its obligations under this
Agreement to an Affiliate or to a third party successor, whether by way of merger, sale of all or substantially all of its assets, sale of stock or otherwise, without CyDex’s prior written consent. As a condition to any permitted assignment
hereunder, the assignor must guarantee the performance of any assignee to the terms and obligations of this Agreement. Any assignment by Sage not in accordance with this Section 14.14 shall be void. CyDex has the right to assign its
rights or delegate its obligations under this Agreement, in whole or in part, by operation of law or otherwise, to any third party, without any requirement for consent of Sage provided that CyDex also assigns all of its right, title and interest in
all assets, including without limitation, intellectual property rights, pertaining to its Captisol business to the same third party contemporaneous with the assignment of this Agreement. 

14.15 Third Party Beneficiaries. Except for the rights of Indemnified Parties pursuant to Section 10 hereof, and
subject to Section 8.5 hereof, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person, including without limitation Sublicensees. The enforcement of any obligation of CyDex under this Agreement shall only be pursued by Sage or such Indemnified Party, and not Sublicensees.

 14.16 Remedies Cumulative. Except as provided in Section 11, any enumeration of a party’s rights and
remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity. 

14.17 Headings. The descriptive headings of this Agreement are for convenience only, and shall be of no force or effect in
construing or interpreting any of the provisions of this Agreement. 

  
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 14.18
Interpretation. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any party because that party or its attorney drafted
the provision. 
 14.19 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an
original document, but both of which shall constitute one and the same instrument. 
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 IN
WITNESS WHEREOF, the parties have executed this Commercial License Agreement as of the Effective Date. 
  

			
	CYDEX PHARMACEUTICALS, INC.
		
	By:	 	  



			
		
	Name:	 	  



			
		
	Title:	 	  



			
	
	SAGE THERAPEUTICS, INC.
		
	By:	 	  



			
		
	Name:	 	  



			
		
	Title:	 	  



  
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 EXHIBIT A: CAPTISOL PATENTS [Exhibit A consists of 4 pages] 

 

									
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	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]

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 EXECUTION COPY 

EXHIBIT A (CONTINUED) 
  

 
  

									
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	[***]	  	[***]	  	[***]	  		  	
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 EXECUTION COPY 

EXHIBIT A (CONTINUED) 
  

 

									
	
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EXHIBIT A (CONTINUED) 
  

 
  

									
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 EXECUTION COPY 
  
 EXHIBIT B: LICENSED PRODUCT PATENTS 

 

											
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		  	[***]	  		  		  		  	

 * * * * * 
  

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 EXHIBIT C: SPECIFICATIONS 

 

							
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 EXHIBIT D: SPECIFIED DILIGENCE REQUIREMENTS 

 

			
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 EXHIBIT E: DOSING 
 Dosing Matrix (Animals) 
  

																							
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EXHIBIT E (CONTINUED) 
  

[***]
 

 

													
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 [***] 
  

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 EXHIBIT A-2 
 FORM OF COMBINATION COMMERCIAL LICENSE AGREEMENT 
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Exhibit A-2 

COMMERCIAL LICENSE AGREEMENT 
 THIS COMMERCIAL LICENSE AGREEMENT (this “Agreement”) is made this      day of
    , 201     (the “Effective Date”) between: 

CYDEX PHARMACEUTICALS, INC., a Delaware corporation
with offices at 10513 W. 84th Terrace, Lenexa, Kansas
66214 (“CyDex”); and 
 SAGE THERAPEUTICS INC., a Delaware
corporation with offices at 29 Newbury Street, Suite 301, Boston, Massachusetts 02116 (“Sage”). 
 RECITALS

 WHEREAS, CyDex is engaged in the business of developing and commercializing novel
drug delivery technologies designed to enhance the solubility and effectiveness of existing and development-stage drugs; 

WHEREAS, CyDex is the exclusive supplier of Captisol®, a patented drug formulation system
designed to enhance the solubility and stability of drugs; 
 WHEREAS, Sage has developed
or obtained certain rights related to the Combination Product (defined below); 
 WHEREAS,
Sage desires to obtain a license to use Captisol together with the Combination Product for the development and commercialization of the Licensed Product (defined below) and CyDex is willing to grant such license to Sage under the terms and
conditions set forth herein; and 
 WHEREAS, CyDex desires to sell Captisol to Sage or its
Contract Manufacturers (defined below), and Sage desires to obtain supplies of Captisol from CyDex, for use in development of and in the Licensed Product, in accordance with the terms and conditions of that certain Supply Agreement between the
parties of even date herewith (the “Supply Agreement”); 
 NOW,
THEREFORE, in consideration of the following mutual promises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, intending to be legally bound, agree as
follows: 
  

	1.	DEFINITIONS. 

 For the purposes of this Agreement, the following terms whether used in singular or plural form shall have the meanings as defined below: 

“Affiliate” means, with respect to any party, any entity controlling, controlled by, or under common
control with such party, during and for such time as such control exists. For these purposes, “control” shall refer to the ownership, directly or indirectly, of [***] of the voting securities or other ownership interest of the relevant entity. 

 

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“Bankruptcy Code” means title 11 of the United States Code. 

“Captisol” means Captisol, also known scientifically as [***] that is marketed with the use of the Captisol®
trademark or a variation thereof. 
 “Captisol Data Package” means (a) all toxicology/safety and other
relevant scientific data owned, licensed or developed by CyDex and its Affiliates relating to Captisol; and (b) all toxicology/safety and other relevant scientific data owned, licensed or developed by the licensees or sublicensees of CyDex or
its Affiliates or other third parties (to the extent permitted in the applicable license or other agreements between CyDex and/or its Affiliates and such licensees, sublicensees or other third parties), in each case relating to Captisol alone (and
not in conjunction with a product formulation). 
 [***]. 

“Captisol Patents” means all patents and patent applications in the Territory which pertain to Captisol, other than the
Licensed Product Patents, and which now or at any time during the Term are owned by or licensed to CyDex or any CyDex Affiliate with the right to sublicense, including any and all extensions, renewals, continuations, substitutions,
continuations-in-part, divisions, patents-of-addition, reissues, reexaminations and/or supplementary protection certificates to any such patents. For avoidance of doubt, all intellectual property pertaining to the Licensed Product generated by Sage
or its Affiliates or their Sublicensees during the Term of this Agreement shall be solely owned by Sage and shall not be part of the Captisol Patents. The Captisol Patents include the patents and patent applications set forth on Exhibit
A attached hereto. Such Exhibit A may be updated by CyDex from time to time during the Term. 

“Claim” has the meaning specified in Section 10.1. 

“Clinical Grade Captisol” means [***]. 
 “Combination Product” means a product comprised of a combination of [***] together with Captisol. 
 “Commercial Grade Captisol” means [***]. 
 “Commercial
Launch Date” means the first commercial sale by Sage, its Affiliates or Sublicensees of the Licensed Product to a Third Party. For avoidance of doubt, any transfer of the Licensed Product to a Third Party for preclinical, clinical or
regulatory purposes shall not be deemed as commercial launch. 
  

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“Commercially Reasonable Efforts” means those efforts consistent with the exercise of prudent scientific and business
judgment as applied by a party to the development and commercialization of its own pharmaceutical products at a similar stage of development and with similar market potential. 
 “Confidential Information” has the meaning specified in Section 8.1. 
 “Contract Manufacturer” has the meaning specified in Section 2.4. 
 “Cover” (including variations thereof such as “Covered,” “Coverage,” or “Covering”) means that the manufacture, use, importation or sale of the Licensed
Product which such term is being applied would infringe a Valid Claim of a patent in the absence of a grant of rights under such patent. The determination of whether an item or process is Covered by a Valid Claim shall be made on a
country–by-country basis. 
 “Disclosing Party” has the meaning specified in Section 8.1
hereof. 
 “DMF” means a Drug Master File for Captisol, as filed as of the Effective Date, or as hereafter
updated from time to time during the Term, by CyDex with the FDA. 
 “FDA” means the United States Food and
Drug Administration, or any successor thereto. 
 “Field” means all therapeutic uses in humans that are
available to be licensed without breaching a [***], to require CyDex to engage in bona fide negotiations toward an outcome which has been precluded by the licensing of such field or use to Sage hereunder. 

“Indemnified Party” has the meaning specified in Section 10.4. 

“Indemnifying Party” has the meaning specified in Section 10.4. 

“License Agreement” means the License Agreement dated October 13, 2011 between CyDex and Sage. 

“Licensed Patents” means, collectively, the Captisol Patents and the Licensed Product Patents. 

“Licensed Product” means a pharmaceutical composition in and for the [***]. For clarity, the Licensed Product shall not include any product the
composition of which includes the Combination Product and any other active pharmaceutical ingredient. 
 “Licensed
Product Patents” means all patents and patent applications in the Territory which Cover the use of Captisol with the Combination Product, other than the Captisol Patents, and which now or at any time during the Term are owned by or licensed
to CyDex or any CyDex Affiliate with the right to sublicense, including any and all extensions, renewals, continuations, 
  

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substitutions, continuations-in-part, divisions, patents-of-addition, reissues, reexaminations and/or supplementary protection certificates to any such patents. Licensed Product Patents further
include all other patents and patent applications, other than the Captisol Patents, which are owned or licensed by CyDex on the Effective Date or at any time during the Term of this Agreement, and which are necessary to develop, manufacture, and
commercialize the Licensed Product or which are necessary for Sage to exercise its license under this Agreement. Set forth in Exhibit B attached hereto is a list of the Licensed Products Patents as of the Effective Date. Such
Exhibit B may be updated by CyDex from time to time during the Term. 
 “Losses” has the meaning
set forth in Section 10.1. 
 “Marketing Approval” means final approval of an NDA by the FDA for
the United States, or final approval of a comparable document filed with an equivalent health regulatory authority in any other country or in the European Union (using the centralized process or mutual recognition). 

“NDA” means a New Drug Application, as defined in the United States Federal Food, Drug and Cosmetic Act and the
regulations promulgated thereunder, or similar application filed with an equivalent regulatory body in another country. 

[***]
 
 “Non-breaching Party” has the meaning specified
in Section 13.2. 
 “Notified Party” has the meaning specified in Section 13.2.

 [***] 
 [***] 
 “Receiving Party” has the meaning specified in
Section 8.1. 
 “Regulatory Approval” means, with respect to the Licensed Product in any country or
jurisdiction, all approvals (including, where required, pricing and reimbursement approvals and the applicable Marketing Approval), registrations, licenses or authorizations from the relevant regulatory authority in a country or jurisdiction that is
specific to the Licensed Product and necessary to market and sell such Licensed Product in such country or jurisdiction. 

“Sage Know-How” means information or data owned, licensed or generated by Sage and its Affiliates, before and during the
Term of this Agreement. For clarity, Sage Know-How shall not include information within the Captisol Data Package; nor does Sage Know-How include any other information or data to which CyDex has obtained rights before the term of this Agreement, to
the extent of such rights. 
  

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“Sage Patents” means all patents and patent applications owned now, licensed or developed during the Term of this
Agreement by Sage and its Affiliates, including any and all extensions, renewals, continuations, substitutions, continuations-in-part, divisions, patents-of-addition, reissues, reexaminations and/or supplementary protection certificates to any such
patents. For clarity, Sage Patents shall not include Licensed Patents under this Agreement. 
 “Specifications”
means the specifications for Captisol set forth in Exhibit C hereto, as such may be amended from time to time. 
 “Study” has the meaning specified in Section 6.3. 

“Sublicensees” has the meaning specified in Section 2.3. 

“Term” has the meaning specified in Section 13.1. 

“Territory” means the entire world. 
 “Third Party” means any person or entity or authority other than CyDex or Sage or an Affiliate of either of them. 
 “Valid Claim” means a claim in any unexpired, issued patent which has not been irrevocably abandoned or held to be invalid or unenforceable by a non-appealed or unappealable decision of a
court or other authority of competent jurisdiction, which is not admitted to be invalid through disclaimer or dedication to the public, and which Covers the Licensed Product. 

 

	2.	GRANT OF RIGHTS. 

 2.1 License Grants from CyDex to Sage. 
 (a) Licensed Patents.
Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage an exclusive, nontransferable (except as provided in Section 14.14) license during the Term under the Licensed Patents, solely to research, develop,
make, have made, import, use, offer for sale and sell the Licensed Product in the Territory in and for the Field. Notwithstanding the foregoing, to the extent that any Licensed Patents are licensed to CyDex or its Affiliates by a Third Party on a
non-exclusive basis, the license granted to Sage in the foregoing sentence shall be exclusive as to CyDex but non-exclusive as to such Third Party and other persons whose rights derive from such Third Party. Sage may not sublicense the Licensed
Patents, except as expressly set forth in Section 2.3 and Section 2.4 below. 
 (b) Know-How
License. Subject to the terms and conditions of this Agreement, CyDex hereby grants to Sage an exclusive, nontransferable (except with respect to the assignment provision in Section 14.14) license during the Term under CyDex’s
rights in and to the Captisol Data Package, solely to research, develop, make, have made, import, use, offer for sale and sell the Licensed Product in the Territory in and for the Field. Notwithstanding the foregoing, to the extent that any contents
of the Captisol Data Package are licensed to CyDex or its Affiliates by a Third Party on a non-exclusive basis, the license granted to Sage in the foregoing sentence shall be exclusive as to CyDex but non-exclusive as to such Third Party and other
persons whose rights derive from such Third Party. Sage may not sublicense its rights to the Captisol Data Package, except as expressly set forth in Section 2.3 and Section 2.4 below. 

  
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 (c)
Scope of Licenses. CyDex grants no licenses or rights to use other than as expressly set forth herein. Unless otherwise provided in this Agreement, CyDex grants no rights to Sage to manufacture, import, sell or offer for sale bulk Captisol. Sage
acknowledges that not all rights of CyDex related to the manufacture of Captisol are included within the rights licensed hereunder, given that CyDex shall supply Sage’s requirements of Captisol for the Licensed Product. Sage shall not attempt
to reverse engineer, deconstruct or in any way determine the structure or composition of Captisol except as and to the extent reasonably required to determine an optimal formulation of the Licensed Product, and such structure and composition (as and
if so determined) shall be considered Confidential Information of CyDex. Sage acknowledges and agrees that (i) CyDex shall not be required to obtain or maintain patent rights for the Licensed Patents, (ii) except as expressly provided
herein, CyDex shall not be restricted in making sales of Captisol or licensing rights to other parties, and (iii) CyDex does not warrant or indemnify Licensee or its Affiliates and Sublicensees against the Licensed Product infringing third
party rights. 
 (d) Non-Suit. During the term of this Agreement, neither CyDex nor any of its Affiliates shall sue or
threaten to sue, or take any similar action against, or aid, abet or enable any third party to sue, threaten to sue or take any similar action against, Sage, or any Sublicensees, or any of their respective Affiliates, or any customers or end-users
of any Licensed Products, claiming that the manufacture, use, sale, offer for sale or importation of any Licensed Product infringes any patents or patent applications owned, licensed, sublicensed or otherwise controlled by, now or in the future,
CyDex or any of its Affiliates. 
 (e) Negative Covenant. During the term of this Agreement, CyDex
and its Affiliates shall not grant any rights to any Third Party that conflict with the exclusive rights granted herein to Sage or that conflict with or otherwise impair Sage’s ability to conduct the activities described herein; provided, that,
if CyDex negotiates toward and/or enters into a [***];
provided further that CyDex shall provide notice to Sage of the terms and conditions included in any such [***] prior to executing same. Without limiting the generality of the foregoing, in the event that CyDex or any of its Affiliates become aware
that a Third Party is [***] conducting research, development or commercial activities using the Combination Product with Captisol, then CyDex shall take all reasonable measures to cease the supply of Captisol to such Third Party and to any other
Third Party that is determined to be supplying Captisol to such Third Party. Sage hereby acknowledges that CyDex’s performance of its obligations under any [***], and the exercise by a Third Party of its rights under any [***], are hereby
deemed not to be a breach by CyDex or any of its Affiliates of this Section 2.1(e). 
 (f) Bankruptcy Code.
All rights and licenses granted under or pursuant to this Agreement by CyDex to Sage are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as
defined under Section 101 of the Bankruptcy Code. The parties agree that Sage, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 

 

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2.2 Grant of License from Sage to CyDex. Sage hereby grants to CyDex a nonexclusive, transferable, perpetual,
worldwide and royalty-free license, with the right to grant sublicenses (through multiple tiers of sublicensees), under Sage’s and its Affiliates’ rights in and to Captisol Improvements to develop, make, have made, use, market, distribute,
import, sell and offer for sale Captisol, any Captisol Improvement and products formulated with Captisol or any Captisol Improvement (in each case, other than the Combination Product, the Licensed Product and any compound that is a
“Compound” under any other Commercial License Agreement entered into by and between Sage and CyDex and any other product that is a “Licensed Product” under any other Commercial License Agreement entered into by and between Sage
and CyDex). If during the Term any of (a) Sage, (b) Affiliates to whom Sage has provided rights under the licenses granted to Sage by CyDex pursuant to Section 2.1, or (c) Sublicensees pursuant to the practice of their
respective sublicenses from Sage under Section 2.3, file any patent application claiming Captisol anywhere in the world, CyDex shall be deemed automatically to have a nonexclusive, transferable, perpetual, worldwide and royalty-free
license, with the right to grant sublicenses (through multiple tiers of sublicensees), under the claims relating specifically to Captisol to make, have made, use, market, distribute, import, sell, and offer for sale Captisol and all products
formulated with Captisol (in each case, other than the Combination Product, the Licensed Product and any compound that is a “Compound” under any other Commercial License Agreement entered into by and between Sage and CyDex and any other
product that is a “Licensed Product” under any other Commercial License Agreement entered into by and between Sage and CyDex). Sage shall provide prompt notice of any Captisol Improvement, and shall notify and consult with CyDex at least
[***] before the filing of any patent application claiming
Captisol or any Captisol Improvement. Sage grants no licenses or rights to use other than as expressly set forth herein. 
 All rights and
licenses granted under or pursuant to this Agreement by Sage to CyDex are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined under
Section 101 of the Bankruptcy Code. The parties agree that CyDex, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. 

2.3 Sublicensing. Sage shall have the right to grant sublicenses to any Third Party (collectively “Sublicensees”)
under the licenses granted to Sage pursuant to Section 2.1; provided that Sage warrants and shall procure, as a condition precedent thereto, that each such Sublicensee shall first be advised of the restrictions set forth in this
Agreement with respect to the transfer of the rights sublicensed to such Sublicensee and such Sublicensee shall enter into an agreement (in a form reasonably satisfactory to CyDex, with CyDex named as an intended third-party beneficiary) with Sage
pursuant to which such Sublicensee shall acknowledge and agree to observe and be bound by the applicable restrictions set forth in this Agreement. Other than as specifically provided in this Section 2.3 and Section 2.4, Sage
shall not have the right to grant 
  

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sublicenses to any third party under the licenses granted pursuant to Section 2.1. Sage shall ensure that all of its Sublicensees will comply with the terms and conditions of this
Agreement and shall remain fully responsible for the compliance by such Sublicensees with the terms and conditions of this Agreement as if such Sublicensees were Sage hereunder. 

2.4 Contracting. Sage may manufacture the Licensed Product (but not the bulk Captisol) or contract the manufacture of the Licensed
Product (but not the manufacture of bulk Captisol) with reputable FDA-inspected third party manufacturers (each a “Contract Manufacturer”) upon notification to CyDex in writing of Sage’s intent to do so (such notice to include
the identity and location of the proposed Contract Manufacturers). To the extent necessary to engage a Contract Manufacturer for the Licensed Product, Sage shall be permitted under this Agreement to grant any such Contract Manufacturer a sublicense
under the licenses granted to Sage pursuant to Section 2.1 solely for such purposes; provided that Sage warrants and shall procure, as a condition precedent thereto, that (a) any such Contract Manufacturer shall first be advised of
the restrictions set forth in this Agreement with respect to the transfer of the rights licensed to Sage and its Sublicensees hereunder and (b) any such Contract Manufacturer shall enter into an agreement (in a form reasonably satisfactory to
CyDex, with CyDex named as an intended third-party beneficiary) with Sage pursuant to which such Contract Manufacturer shall acknowledge and agree to observe and be bound by the applicable restrictions set forth in this Agreement. Sage shall ensure
that all of its Contract Manufacturers will comply with the terms and conditions of this Agreement and shall remain fully responsible for the compliance by such Contract Manufacturers with the terms and conditions of this Agreement as if such
Contract Manufacturers were Sage hereunder. 
 2.5 Technology
Transfer. Within [***] after the
Effective Date, CyDex shall provide Sage with a technology transfer package, which shall include the Captisol Data Package. CyDex shall also, for a period of [***] after the Effective Date, make its personnel available to Sage and its Contract
Manufacturers to respond to informational inquiries and provide technical assistance related to the Captisol Data Package. Beginning on the earlier of (i) [***] after the first contact by Sage relating to the technology transfer or
(ii) [***] after the Effective Date, Sage shall compensate CyDex at the rate of $[***] for the time of CyDex personnel incurred to provide such services. Such technology transfer shall not include information related to the manufacture of bulk
Captisol. 
 2.6 Negative Covenant by CyDex. During the Term of this Agreement, CyDex and its Affiliates
shall not develop or commercialize any pharmaceutical composition comprising the Combination Product in and for the Field, and shall not in any way assist any Third Party in developing or commercializing any pharmaceutical composition comprising the
Combination Product (including without limitation by granting any license or similar rights under intellectual property) in and for the Field. 

  

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	3.	MANUFACTURE AND SUPPLY OF CAPTISOL. 


The provisions of the Supply Agreement and any related quality agreement shall govern the manufacture and supply of Captisol for use in
the formulation of the Licensed Product. 
  

	4.	COMPENSATION. 

 4.1 Payments and Royalties for Licenses. 
 (a) One-Time Fee. Upon
the exercise of its option under the License Agreement to enter into this Agreement and the related Supply Agreement, Sage has paid to CyDex a non-refundable, one-time option exercise fee. Receipt of such fee is hereby acknowledged. 

(b) Milestone Payments. Within [***] following the occurrence of each of the milestone events listed below with respect to the Licensed Product, Sage shall
provide written notice to CyDex of the achievement of such milestone event, and within [***] of the occurrence of each of the milestone events, pay to CyDex the applicable non-refundable milestone fee listed next to each such event in further
consideration of the rights granted Sage hereunder. The milestone payments (each payable only one time regardless of the number of times achieved by the Licensed Product and regardless of the number of the Licensed Products there may be under this
Agreement) are as follows. If any such milestone is achieved before all prior sequential milestones have been actually achieved, then any and all prior sequential milestones which were not previously actually achieved shall be deemed to have thereby
been achieved, and the milestone payments for such deemed-achieved milestones shall also be payable within such [***]. 
  

							
	 	  	 MILESTONE
	  	MILESTONE
PAYMENT	 
	(i)	  	Upon submission to the FDA of the first investigational new drug application by Sage	  	$	300,000	  
	(ii)	  	Upon dosing of the first patient in the first Phase II study by Sage or under rights from Sage for a Licensed Product	  	$	1,500,000	  
	(iii)	  	Upon dosing of the first patient in the first Phase III or pivotal study by Sage or under rights from Sage for a Licensed Product	  	$	1,500,000	  
	(iv)	  	Upon acceptance for filing by the FDA of the first NDA	  	$	2,500,000	  
	(v)	  	Upon receipt of the first Marketing Approval from the FDA	  	$	12,000,000	  
	(vi)	  	Upon receipt of the second Marketing Approval from the FDA	  	$	5,000,000	  
	(vii)	  	Cumulative Net Sales for all Licensed Products hereunder exceed $250,000,000	  	$	4,000,000	  
	(viii)	  	Cumulative Net Sales for all Licensed Products hereunder exceed $500,000,000	  	$	4,000,000	  
	(ix)	  	Cumulative Net Sales for all Licensed Products hereunder exceed $1,000,000,000	  	$	5,000,000	  
	(x)	  	Cumulative Net Sales for all Licensed Products hereunder exceed $2,000,000,000	  	$	10,000,000	  


  

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 For avoidance of doubt, Net Sales under any other agreements entered into pursuant between the parties
shall not be accumulated with Net Sales under this Commercial License Agreement for any purposes under this Agreement. If, at any time during the term of this Agreement, Sage has paid milestone payments in connection with the development of a
Licensed Product containing [***] (but not including the
use of such compounds in combination) under any other Commercial License Agreement with CyDex, and Sage subsequently terminates development of such product(s), then, all such milestone payments shall be creditable, on a dollar-for-dollar basis,
against amounts that thereafter become due and payable under this Section 4.1(b). 
 (c) Royalties. In
addition to amounts payable pursuant to Sections 4.1(a) and 4.1(b) above, Sage shall make royalty payments to CyDex on a [***] basis, in amounts equal to the appropriate royalty rate, according to the following rate schedule,
times the applicable Net Sales during such quarter arising from the sale of Licensed Products in the Territory during the Term. 
  

					
	 ANNUAL CUMULATIVE NET
SALES IN THE TERRITORY
	  	ROYALTY
RATE	 
	 Up to $250,000,000
	  	 	1.5	% 
	 $250,000,001 to $700,000,000
	  	 	2.5	% 
	 $700,000,001 to $1,000,000,000
	  	 	3.0	% 
	 $1,000,000,001 to $1,500,000,000
	  	 	3.5	% 
	 Above $1,500,000,000
	  	 	4.0	% 

 All royalties payable to CyDex pursuant to this Section 4.1(c) shall be due and payable within [***] after
the conclusion of each [***]. For clarity, the royalty rates set forth above in this Section 4.1(c) shall be applied to the total Net Sales of Licensed Products falling within the applicable range of aggregate annual Net Sales during the
quarter and year. For example, if at the end of the first quarter of a particular calendar year, the cumulative Net Sales of Licensed Products was $495,000,000, then sales representing the first $250,000,000 in such first quarter would be subject to
the 1.5% royalty rate and the remaining $245,000,000 would be subject to the 2.5% royalty rate under Section 4.1(c). And if then at the end of the second quarter of such particular calendar year, the annual cumulative Net Sales of
Licensed Products was $1,050,000,000, then sales representing the first $205,000,000 in such second quarter would be subject to the 2.5% royalty rate, sales representing the next $300,000,000 in such second quarter would be subject to the 3.0%
royalty rate and the remaining $50,000,000 would be subject to the 3.5% royalty rate under Section 4.1(c). For avoidance of doubt, Net Sales under any other agreements entered into pursuant between the parties shall not be accumulated
with Net Sales under this Commercial License Agreement for any purposes under this Agreement. 
 Following the expiration of the last to expire
Valid Claim within the Licensed Patents Covering the manufacture, use, sale or importation of a Licensed Product in or into a given country of the 

  

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Territory, Sage shall have the right to [***] the royalty payments which would otherwise thereafter be owed pursuant to the first paragraph of this Section 4.1(c) with respect to Net
Sales arising from the sale of Licensed Product in such country. 
 For avoidance of doubt, the parties confirm that if different royalty rates
could apply to Net Sales of a particular unit of Licensed Product (e.g., manufactured in Country A but sold in Country B, and different royalty rates are then applicable to Country A than to Country B), the higher of the royalty rates shall apply to
such unit of Licensed Product. 
 In establishing the royalty structure hereunder, the parties recognize, and Sage acknowledges, the substantial
value of the various obligations being undertaken by CyDex under this Agreement, in addition to the grant of the licenses under the Captisol Data Package as well as under the Licensed Patents, to enable the rapid and effective market introduction of
the Licensed Product. The parties have agreed to the payment structure set forth herein as a convenient and fair mechanism to compensate CyDex for these obligations. 

4.2 Currency. All amounts due hereunder are stated in, and shall be paid in, U.S. dollars. Net Sales based on
foreign revenue [***]. Sage shall provide CyDex, together
with each royalty payment owed pursuant to Section 4.1(c) above, a schedule detailing the calculation of Net Sales resulting from the conversion of foreign revenue to U.S. dollars as set forth herein. 

4.3 Taxes. All amounts due hereunder exclude all applicable sales, use, and other taxes, and Sage will be responsible for payment
of all such taxes (other than taxes based on CyDex’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of amounts due under this Agreement or the sublicense or license, as the case may be,
under the Licensed Patents and Captisol Data Package under this Agreement. The parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of royalties, milestone
payments, and other payments made by Sage to CyDex under this Agreement. To the extent Sage is required to withhold taxes on any payment to CyDex, Sage shall pay the amounts of such taxes to the proper governmental authority in a timely manner and
promptly transmit to CyDex official receipts issued by the appropriate taxing authority and/or an official tax certificate, or such other evidence as CyDex may reasonably request, to establish that such taxes have been paid. CyDex shall provide Sage
any tax forms that may be reasonably necessary in order for Sage to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. CyDex shall use reasonable efforts to provide any such tax forms to Sage at
least [***] before the due date for any payment for which CyDex desires that Sage apply a reduced withholding rate. Each party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding
taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the party bearing such withholding tax or value added tax. 

  

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 4.4 Late Payments. Payments that are not made when due hereunder shall accrue interest, from due date
until paid, at a rate equal to [***]. 
  

	5.	RECORDS; REPORTS; AUDIT. 


5.1 Records. During the Term and for a period of
[***] thereafter, Sage shall, and shall require its
Affiliates and Sublicensees to, maintain accurate records relating to clinical study subject enrollment for Studies of the Licensed Product and Net Sales of the Licensed Product. 

5.2 Reports. 
 (a) [***]. Within [***] following the conclusion of each [***] during the Term, Sage shall provide CyDex with written reports with respect to such [***] that describe in reasonable detail
Sage’s progress made toward achievement of the milestones specified in Section 4.1(b) above during such [***], including without limitation Sage’s then-current best estimate for the dates to achieve such milestones and the
number of human subjects enrolled during such [***] in a clinical study conducted by or on behalf of Sage, its Affiliates and Sublicensees to support Marketing Approval for the Licensed Product and that received Licensed Product during such [***].
Within [***] following the conclusion of each [***] during the Term, Sage shall provide CyDex with a written report with respect to such [***] that sets forth in reasonable detail complete and accurate records of Sage’s, its Affiliates’
and Sublicensees’ Net Sales of the Licensed Product during such [***]. 
 (b) [***] during the Term, Sage shall
provide CyDex with written reports that: (i) update CyDex regarding development and commercial activities with respect to the Licensed Product, (ii) describe in reasonable detail Sage’s progress made toward achievement of the
milestones specified in Section 4.1(b) above during the preceding [***]; (iii) summarize in reasonable detail Sage’s communications and meetings involving the FDA related to Captisol during the preceding [***]; (iv) detail
Sage’s anticipated preclinical and clinical use of Captisol for the [***]; (v) provide CyDex with Sage’s non-binding, reasonable, estimated rolling projection for sales of the Licensed Product, in terms of volume quantities and Net
Sales values, for the then-current and the next [***]; and (vi) set forth such other information regarding Captisol as mutually agreed upon by the parties. 
 5.3 Audit. Upon reasonable prior notice, such Section 5.1 records shall be available during regular business hours for examination and audit at the expense of CyDex, and not more often
than [***], by an independent certified public accountant selected by CyDex and reasonably acceptable to Sage, for the sole purpose of verifying the accuracy of the financial reports furnished by Sage pursuant to this Agreement. Any amounts shown to
be owed but unpaid shall be paid within [***] from the accountant’s report from the original due date, plus interest accrued thereon (from the applicable original due date) at the rate set forth in Section 4.4 above. Any amounts
shown to have been overpaid shall be refunded within [***]. CyDex shall bear the full cost of such audit unless such audit discloses failure by Sage to pay any applicable 

  

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milestone payment due or an underpayment by Sage of more than [***] of the amount due or any other material inaccuracies in a Sage report, in which case Sage shall bear the full cost of such
audit, plus (as in all cases of underpayment) the underpayment amount and interest at the rate set forth in Section 4.4 above. All information learned in the course of any audit or inspection under this Section 5.3 shall be
deemed to be Confidential Information of Sage, subject to the terms and provisions of Section 8 below, except to the extent necessary for CyDex to enforce its rights under this Agreement. 

 

	6.	DEVELOPMENT AND COMMERCIALIZATION BY SAGE. 


6.1 Diligence. Sage shall (i) use at least Commercially Reasonable Efforts, and shall further require its
Affiliates and Sublicensees to use at least Commercially Reasonable Efforts, to develop the Licensed Product, to seek Regulatory Approval of the Licensed Product in all countries and regions where it is commercially reasonable to so seek, and to
commercialize the Licensed Product in each respective country and region following Regulatory Approval of the Licensed Product in such respective country/region, [***]. If Sage is unable to comply with the requirements set forth in Exhibit D hereto due to unanticipated
events or changed circumstances that are beyond the reasonable control of Sage, including, for example, delays caused by changes to the development plan that are required in the exercise of sound scientific or commercial judgment due to new
information regarding the development of product candidates or changes to the applicable regulatory requirements, then the Parties shall meet and make reasonable extensions to the deadlines provided on Exhibit D. In the event that Sage
fails to meet the requirements of this Section 6.1, CyDex shall have the right to terminate this Agreement pursuant to Section 13.2 hereof. The Parties hereby agree and acknowledge that if Sage is licensee under Commercial
License Agreements to rights in both [***], as well as rights in the Combination Product under this Agreement, that diligence obligations under this Agreement shall be waived so long as Sage has met its diligence obligations under the other two
Commercial License Agreements. 
 6.2 Costs and Expenses. Other than those specified in this Agreement, Sage shall be
solely responsible for all costs and expenses related to its development and commercialization of the Licensed Product, including without limitation, costs and expenses associated with all preclinical activities and clinical trials, and all
regulatory filings and proceedings relating to the Licensed Product. 
 6.3 In Vivo Studies. If Sage wishes to conduct
any in vivo study (preclinical or clinical, in animals or in humans, each a “Study”) of the Combination Product combined with or formulated using Captisol, then Sage shall notify CyDex of any such Study and of the protocol therefor
in writing at least [***] before commencing such Study, and the following provisions shall apply: 
 (a) Dosing. Sage
shall not exceed the dosing matrix levels of Captisol indicated by Exhibit E hereto without the written consent of CyDex. 

  

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 (b) Review of Protocol. Sage shall provide information regarding each protocol for each Study and agrees
to allow CyDex to review and comment upon the aspects of such protocol which pertain solely to the use and administration of Captisol. Sage shall give due consideration and reasonably incorporate any input that CyDex provides regarding such protocol
to the extent it pertains solely to the use and administration of Captisol. The contents of each such protocol shall be deemed to be Confidential Information of Sage, subject to the terms and provisions of Section 8 below. 

(c) Compliance with Laws. Sage represents and warrants that each Study will be performed in accordance with all applicable laws,
regulations and requirements. Sage will provide or cause to be provided all appropriate warnings to participants enrolled in each Study and obtain or cause to be obtained appropriate documentation of informed consent from all participants in each
such Study. 
 (d) Adverse Events. Sage agrees to immediately inform CyDex if any adverse effects are observed and
ascribed to Captisol in any Study in accordance with Section 7.3 hereof if applicable and in a reasonable and prompt manner if Section 7.3 hereof is not applicable. To accurately track adverse events and preserve the validity
of each Study, Sage shall only use Captisol supplied by CyDex for each such Study conducted under the scope of this Agreement, and shall not use and any other cyclodextrin product supplied by a third party. 

(e) Reporting and Study Data. Sage agrees to provide CyDex with copies of the final and full reports of all Studies conducted
under this Section 6.3, promptly upon completion thereof, and Sage hereby grants to CyDex a non-exclusive, royalty-free license (with the right to sublicense) to use and disclose such data as required by applicable law to update the DMF
for Captisol. 
 (f) Review of Regulatory Filings and Publications. At least [***] before a submission of any proposed written publication material or
regulatory submission (which shall be subject to the restrictions of Section 8 hereof), Sage shall provide to CyDex for CyDex’s review and comment a copy of any proposed written publication, material or regulatory submission
reporting results of a Study where such publication material refers to Captisol or to [***]. Sage shall give due consideration and reasonably incorporate any input that CyDex provides regarding Captisol or [***]. 

6.4 Right of Reference. Sage shall have the right to reference the DMF solely in connection with Sage’s regulatory filings
submitted in connection with obtaining Regulatory Approval for the Licensed Product. 
 6.5 Access to Sage’s Data.
CyDex shall have the right to reference and utilize all toxicology/safety and other relevant scientific data developed on Captisol alone (and not in conjunction with a product formulation) by Sage, its Sublicensees or Affiliates as required by
applicable laws relating to adverse event reporting and/or in connection with development and commercialization of Captisol or for fulfilling its obligations under this Agreement, all at no cost to CyDex. Upon request by CyDex, Sage shall either
provide CyDex with a copy of all such data or shall make such data accessible to CyDex at times and locations reasonably agreeable to CyDex. 

  

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	7.	REGULATORY MATTERS. 

 7.1 Captisol Information Submitted for Regulatory Review. Except as otherwise set forth herein, Sage shall be solely responsible for all communications with regulatory agencies in connection with
the Licensed Product. Sage shall provide CyDex with copies of the portions of all regulatory submissions containing Captisol data alone (and not in conjunction with any product formulation) [***] before submission and shall allow CyDex to review and comment upon
said submissions. The contents of each such submission shall be deemed to be Confidential Information of Sage, subject to the terms and provisions of Section 8 below. Sage shall promptly inform CyDex of meetings with the FDA (or other
regulatory agencies in the Territory) regarding the Licensed Product. If Sage submits written responses to the FDA that include data on Captisol alone, CyDex shall be permitted to review such written materials before submission. If CyDex reasonably
objects to the contents of such written responses relating to Captisol, the parties agree to cooperate in working toward a reasonable and mutually agreeable response, provided that Sage shall be entitled to in good faith and with full regard for
CyDex’s interests and concerns make the final determination as to the contents of any such materials. 
 7.2 Material
Safety. CyDex shall provide Sage, in writing, from time to time, with (a) relevant material information currently known to it regarding handling precautions, toxicity and hazards with respect to Captisol, and (b) the then-current
material safety data sheet for Captisol. CyDex warrants that all such information shall to CyDex’s knowledge be complete and accurate. Notwithstanding the foregoing or anything in this Agreement to the contrary, with respect to any information
that is provided in accordance with this Agreement by CyDex, Sage is solely responsible for (i) use of such documentation, including without limitation, use in any regulatory submission to the FDA or any other regulatory agency,
(ii) document control and retention, and (iii) determining the suitability of any such documentation for use in any regulatory submission. 
 7.3 Adverse Event Reporting. Sage shall adhere, and shall require that its Affiliates, Sublicensees, co-marketers and distributors adhere, to all requirements of applicable law and regulations that
relate to the reporting and investigation of any adverse event, including without limitation an unfavorable and unintended diagnosis, symptom, sign (including an abnormal laboratory finding), syndrome or disease, whether or not considered Captisol
or Licensed Product-related, which occurs or worsens following administration of Captisol or Licensed Product. Sage shall provide CyDex with copies of all reports of any such adverse event which is serious (any such adverse event involving Captisol
or the Licensed Product that results in death, is life-threatening, requires or prolongs inpatient hospitalization, results in disability, congenital anomaly or is medically important (i.e., may require other medical or surgical intervention to
prevent other serious criteria from occurring)) which Sage has reason to believe are associated with Captisol within [***] following (i) Sage’s submission of any such report to any regulatory 

  

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agency, or (ii) receipt from Sage’s Sublicensee, co-marketer or distributor of any such report to any regulatory agency. Sage shall also advise CyDex regarding any proposed labeling or
registration dossier changes affecting Captisol. Reports from Sage shall be delivered to the attention of Chief Scientific Officer, CyDex, with a copy to General Counsel, Ligand, at the address set forth in Section 14.7. The parties
shall mutually cooperate with regard to investigation of any such serious adverse event, whether experienced by Sage, CyDex or any other Affiliate, Sublicensee, co-marketer or distributor of CyDex or Sage. 

7.4 Product Recalls. If any Captisol should be alleged or proven not to meet the Specifications, Sage shall notify CyDex
immediately, and both parties shall cooperate fully regarding the investigation and disposition of any such matter. In the event of a dispute arises between the parties as to whether or not Captisol purchased by Sage meets the Specifications, such
dispute shall be immediately resolved by submitting it to an independent quality control laboratory mutually agreed upon by the parties. The findings of such independent laboratory shall be binding upon the parties. The cost of the independent
quality control laboratory shall be borne by the party whose results are shown by such laboratory to have been incorrect. If (i) Sage and CyDex agree in writing that it is appropriate to recall any Licensed Product, or (ii) the FDA
requires the recall of any Licensed Product, and in either case, to the extent that such recall is due to issues relating to Captisol, then CyDex agrees, upon substantiation thereof, to bear a proportionate share (based on the extent to which the
recall was caused by issues relating to Captisol) of the reasonable direct costs associated with said recall, including a proportionate share of the actual cost of conducting the recall in accordance with the recall guidelines of the applicable
governmental authority, including without limitation, a proportionate share of the cost of the Licensed Product subject to the recall. Sage shall in all events be responsible for conducting any such recalls with respect to the Licensed Product and
shall maintain records of all sales of Licensed Product and customers sufficient to adequately administer any such recall, for a period of five years after termination of this Agreement. 

 

	8.	CONFIDENTIALITY. 

 8.1 Definition. Sage and CyDex each recognizes that, during the Term, it may be necessary for a party (the “Disclosing Party”) to provide Confidential Information (as defined
herein) to the other party (the “Receiving Party”) that is highly valuable, the disclosure of which would be highly prejudicial to such party. The disclosure and use of Confidential Information will be governed by the provisions of
this Section 8. Neither Sage nor CyDex shall use the other’s Confidential Information except as expressly permitted in this Agreement. For purposes of this Agreement, “Confidential Information” means all information
disclosed by the Disclosing Party to the Receiving Party and which is obviously Confidential Information, or which is designated in writing by the Disclosing Party as “Confidential” (or equivalent), or which when disclosed orally is
declared to be confidential by the Disclosing Party and confirmed in a writing delivered to the Receiving Party within
[***] of such disclosure, including but not limited to
product specifications, data, know-how, formulations, product concepts, sample materials, business and technical information, financial data, batch records, trade secrets, 

  

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processes, techniques, algorithms, programs, designs, drawings, and any other information related to a party’s present or future products, sales, suppliers, customers, employees, investors
or business. Without limiting the generality of the foregoing, CyDex’s Confidential Information includes all materials provided as part of the Captisol Data Package, and Sage’s Confidential Information includes Sage Patents and Sage
Know-How. 
 8.2 Obligation. CyDex and Sage agree that they will disclose the other’s Confidential Information to
its (or its respective parent’s) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under
this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Neither party shall disclose Confidential Information of the other to any Third Party without the other’s
prior written consent, and any such disclosure to a Third Party shall be pursuant to the terms of a non-disclosure agreement no less restrictive than this Section 8. The party which disclosed Confidential Information of the other to any
Third Party shall be responsible and liable for any disclosure or use by such Third Party (or its disclosees) which would have violated this Agreement if committed by the party itself. Neither party shall use Confidential Information of the other
except as expressly allowed by and for the purposes of this Agreement. Each party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of
its own Confidential Information (but in no event less than a reasonable standard of care). Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, if so requested by the other party a party shall promptly
return all relevant records and materials in its possession or control containing or embodying the other party’s Confidential Information (including all copies and extracts of documents); provided, however, that each party may retain one
archival copy (and such electronic copies that exist as part of the party’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under
this Agreement. 
 8.3 Exceptions. The use and non-disclosure obligations set forth in this Section 8 shall
not apply to any Confidential Information, or portion thereof, that the Receiving Party can demonstrate by appropriate documentation: 
 (i) at the time of disclosure is in the public domain; 
 (ii) after
disclosure, becomes part of the public domain, by publication or otherwise, through no fault of the Receiving Party or its disclosees; 
 (iii) is independently developed by Receiving Party personnel with no reference or access to the Confidential Information; or 

(iv) is made available to the Receiving Party by an independent third party without obligation of confidentiality, provided,
however, that to the Receiving Party’s knowledge, such information was not obtained by said third party, directly or indirectly, from the Disclosing Party hereunder. 

  
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 In addition, the Receiving Party may disclose information that is required to be disclosed by law, by a valid
order of a court or by order or regulation of a governmental agency including but not limited to, regulations of the Securities and Exchange Commission, or in the course of litigation, provided that in all cases the Receiving Party shall give
the other party prompt notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order or confidential-treatment order preventing or limiting (to the greatest possible
extent and for the longest possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. 

8.4 Injunction. Each party agrees that should it breach or threaten to breach any provisions of this Section 8, the
Disclosing Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by the Receiving Party of this Section 8, the Disclosing Party shall be entitled to seek temporary,
preliminary and/or permanent injunctive relief in addition to any other remedy which it may have, without need to post any bond or security, in addition to any and all other legal and equitable rights and remedies available to the Disclosing Party.

 8.5 Third Party Information. The parties acknowledge that the defined term “Confidential Information” shall
include not only a disclosing party’s own Confidential Information but also Confidential Information of a Third Party which is in the possession of a disclosing party. 

Sage acknowledges that CyDex’s Confidential Information includes information developed by [***] that is confidential to both CyDex and [***]. In so far as
Confidential Information of [***] is disclosed, [***] is a third-party beneficiary of this Section 8 of this Agreement and may enforce it or seek remedies pursuant to it in accordance with its terms. 

Sage agrees not to disclose to CyDex any Confidential Information of a Third Party which is in the possession of Sage, unless CyDex has
given an express prior written consent (which specifies the owner of such Confidential Information) to receive such particular Confidential Information. If CyDex refuses to provide such consent, then any obligation of Sage to provide such
information to CyDex under this Agreement shall be deemed waived by CyDex. 
 8.6 Public Announcements. The parties will
mutually agree on a press release to be issued upon execution of this Agreement or reasonably soon thereafter. Neither party shall make any subsequent public announcement concerning this Agreement or the terms hereof not previously made public
without the prior written approval of the other party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either party in order to comply with applicable Law, regulations, court orders,
or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld or delayed by such other party. Before any such public announcement, the party wishing to make the announcement will
submit a draft of the proposed announcement to the other party in sufficient time to enable such other party to consider and comment thereon. 

  

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	9.	REPRESENTATIONS AND WARRANTIES. 


9.1 Mutual Representations and Warranties. Each party represents and warrants to the other (as of the Effective Date) as follows:

 (i) it is a corporation duly organized and validly existing under the laws of the state or country of its
incorporation; 
 (ii) it has the power and right to enter into this Agreement and to perform its obligations hereunder;

 (iii) this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid
and binding obligation of such party enforceable against such party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other
similar laws affecting the rights and remedies of creditors generally and by general principles of equity; 
 (iv) the
execution, delivery and performance of this Agreement by such party do not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or
regulation of any court, governmental body or administrative or other agency having authority over such party; 
 (v)
all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; 

(vi) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or
valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents; and 
 (vii) it has not entered into any agreement with any third party that is in conflict with the rights granted to the other party pursuant to this Agreement. 

9.2 CyDex Representation. CyDex owns all right, title and interest in and to, or in-licenses with the right to sublicense, the
Captisol Patents listed on Exhibit A attached hereto. 
 9.3 Disclaimer. THE WARRANTIES
SET FORTH IN THIS SECTION 9 ARE PROVIDED IN LIEU OF, AND
EACH PARTY HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT, CAPTISOL, THE LICENSED PATENTS
OR THE CAPTISOL DATA PACKAGE, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 

  
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	10.	INDEMNIFICATION. 

 10.1 By CyDex. CyDex shall defend, indemnify and hold Sage and its Affiliates and Sublicensees, and each of their respective directors, officers, agents and employees, harmless from and against any
and all losses, judgments, damages, liabilities, settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively “Losses”) incurred by Sage as a
result of any claim, demand, action or other proceeding (each, a “Claim”) by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution, importation, sale or
offering for sale of Captisol by CyDex and its Affiliates (including without limitation, the sale of Captisol by CyDex to Sage under the Supply Agreement); (b) infringement of any person’s intellectual property rights in Captisol per se;
(c) CyDex’s breach of this Agreement, including without limitation any of its representations and warranties set forth in Section 9.1, and (d) CyDex’s negligence or misconduct. 

10.2 By Sage. Sage shall defend, indemnify and hold CyDex and its Affiliates, and each of their respective directors, officers,
agents and employees, harmless from and against any and all Losses incurred by CyDex as a result of any Claim by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution,
importation, sale or offering for sale of the Licensed Product by Sage, its Affiliates and Sublicensees; (b) any acts or omissions by Sage in connection with pre-clinical studies and clinical studies of actual or potential Licensed Products;
(c) infringement of any person’s intellectual property rights in connection with the subject matter of this Agreement (other than intellectual property rights in Captisol per se); (d) Sage’s breach of this Agreement, including
without limitation any of its representations and warranties set forth in Section 9.1 and (e) Sage’s negligence or misconduct. 
 10.3 Expenses. As the parties intend complete indemnification, all costs and expenses of enforcing any provision of this Section 10 shall also be reimbursed by the Indemnifying Party.

 10.4 Procedure. 
 (a) The person intending to claim indemnification under this Section 10 (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying
Party”) of any Claim in respect of which the Indemnified Party intends to claim such indemnification, and a reasonable explanation of the basis for the Claim and the amount of alleged Losses to the extent of the facts then known by the
Indemnified Party. (Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to
the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) The Indemnifying Party shall assume the defense thereof whether or not such Claim is rightfully brought; provided, however, that if
the Indemnifying Party assumes the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses
of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include


  
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both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or
potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to assume the defense of and reasonably defend such Claim, the Indemnified Party shall have the right to retain or assume control of such
defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party. 
 (b) The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party.
Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be
unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless (A) there is no finding or admission of any violation of law or any
violation of the rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole
relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action. 

(c) Regardless of who controls the defense, the other party hereto shall reasonably cooperate in the defense as may be requested.
Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Claim. 

11. LIMITATION OF LIABILITY. EXCEPT FOR
DAMAGES FOR WHICH A PARTY IS RESPONSIBLE PURSUANT TO ITS INDEMNIFICATION
OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, EACH PARTY SPECIFICALLY DISCLAIMS
ALL LIABILITY FOR AND SHALL IN NO EVENT BE LIABLE FOR ANY
INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST
SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES OF ANY KIND OR
CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
RESULTING FROM THE MANUFACTURE, HANDLING, MARKETING, SALE, DISTRIBUTION OR USE OF
LICENSED PRODUCT OR USE (PURSUANT TO OR IN CONNECTION WITH THE RIGHTS
GRANTED UNDER THIS AGREEMENT) OF THE LICENSED PATENTS AND CAPTISOL DATA
PACKAGE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. [***]. PROVIDED, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT
CYDEX’S RIGHT TO TAKE ACTION TO ENFORCE THIS COMMERCIAL LICENSE
AGREEMENT TO COLLECT AMOUNTS THAT ARE PROPERLY DUE AND OWING UNDER
ARTICLE 4 HEREOF. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR
RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN
[***] AFTER SUCH PARTY HAS KNOWLEDGE OF THE LEGAL AND FACTUAL BASIS
FOR SUCH CAUSE OF ACTION OR AFTER EXPIRATION OF THE APPLICABLE 

  

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STATUTORY LIMITATIONS PERIOD, WHICHEVER IS SOONER. FOR AVOIDANCE
OF DOUBT, THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS WITH RESPECT TO
ANY LIABILITY THAT MAY ACCRUE UNDER THE LICENSE AGREEMENT, ANY COMMERCIAL
LICENSE AGREEMENT (OTHER THAN THIS AGREEMENT) OR ANY SUPPLY AGREEMENT OR
IN CONNECTION WITH ACTIVITIES CONDUCTED PURSUANT TO OR CONTEMPLATED BY ANY
SUCH AGREEMENTS SHALL BE DETERMINED PURSUANT TO THE TERMS OF THOSE
AGREEMENTS AND NOT BY THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT. 
  

	12.	MANAGEMENT OF LICENSED PATENTS. 


12.1 Prosecution and Maintenance. 
 (a) CyDex Patents. CyDex shall maintain, [***]. CyDex agrees that, during the Term, it will use Commercially Reasonable Efforts to prosecute, obtain and maintain the Captisol Patents in [***]. In the event that CyDex decides not to prosecute and
maintain the Captisol Patents in a country or countries which is not a major market, CyDex shall provide not less than [***] prior written notice of such decision, and Sage shall have the option to take over the prosecution and maintenance in such
country or countries. 
 (b) Licensed Product Patents. Sage shall maintain, [***], provided that CyDex shall be
provided with the right and opportunity to give comments and recommendations as to the overall strategy regarding the filing, prosecution and maintenance of the Licensed Product Patents. Sage agrees that, during the Term, it will use Commercially
Reasonable Efforts to prosecute, obtain and maintain the Licensed Product Patents in [***]. In the event that Sage decides not to prosecute and maintain the Licensed Product Patents in a country or countries which is not a major market, Sage shall
provide not less than [***] prior written notice of such decision, and CyDex shall have the option to take over the prosecution and maintenance in such country or countries. 
 (c) Sage Patents and Sage Know-How. Sage shall be the sole and exclusive owner of Sage Patents and Sage Know-How. Sage, at its own cost and expense, shall be solely responsible for prosecuting and
maintaining Sage Patents. 
 12.2 Infringement of Captisol Patents by Third Parties. 

(a) If Sage becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing,
providing all information available to Sage regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage shall, at
CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a
Captisol Patent. Sage shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. 

  

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 (b) If Sage becomes aware that a third party may be infringing a Licensed Product Patent, it will
promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If Sage elects
to take action, CyDex shall, at Sage’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage in taking any such action, including but not limited to, cooperating with the prosecution of any
infringement suit by Sage related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of Sage. 

 

	13.	TERM AND TERMINATION. 

 13.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect unless and until terminated as set forth herein. Upon the
expiration or termination of the Term, this Agreement, and the rights, licenses and obligations granted hereunder, shall terminate, subject only to Section 13.5. 
 13.2 Termination for Breach. 
 (a) Notice. If
either party believes that the other is in material breach of this Agreement, then the party holding such belief (the “Non-breaching Party”) may deliver notice of such breach to the other party (the “Notified
Party”). The Notified Party shall have [***] to
cure such breach to the extent involving non-payment of amounts due hereunder, and [***] to either cure such breach for all other material breaches, or, if cure of such breach other than non-payment cannot reasonably be effected within such [***]
period, to deliver to the Non-breaching Party a plan reasonably calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing but in no event in excess of an additional [***] period.
Following delivery of such a plan, the Notified Party shall diligently carry out the plan and cure the breach and the cure period shall be extended by the time period provided in such plan but in no event to exceed [***] from the date of any initial
breach notice delivered under this Section 13.2. 
 (b) Failure to Cure. If the Notified Party fails to cure
a material breach of this Agreement as provided for in Section 13.2, then the Non-breaching Party may terminate this Agreement upon written notice to the Notified Party. 

13.3 Sage Right to Terminate. Sage shall have the right to terminate this Agreement, without cause, on [***] prior written notice
to CyDex. 

  

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 13.4
Termination of the Supply Agreement. For clarity, this Agreement shall terminate if the Supply Agreement is terminated. 

13.5 Survival. Notwithstanding any other provisions of this Agreement, any liability or obligation of
either party to the other for acts or omissions before the termination of this Agreement shall survive the termination of this Agreement. And, such termination shall not relieve either party from obligations that are expressly indicated to survive
termination of this Agreement, nor shall any termination of this Agreement relieve Sage of its obligation to pay CyDex royalties for all Licensed Product sold by Sage, its Affiliates or Sublicensees before the effective date of such termination.
Sections 2.2 (Grant of License from Sage to CyDex), 4.1 (Payments and Royalties for Licenses), 4.2 (Currency), 4.3 (Taxes), 4.4 (Late Payments), 5 (Records; Reports; Audits), 6.3 (In Vivo Studies), 6.5 (Access
to Sage’s Data), 7.3 (Adverse Event Reporting), 7.4 (Product Recalls), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13.3 (CyDex Rights Upon Termination), 13.5 (Survival), and 14 (General
Provisions) shall survive termination of this Agreement. 
  

	14.	GENERAL PROVISIONS. 

 14.1 Non-Solicitation. During the Evaluation Period and for a period of one year thereafter, neither party shall solicit any employee of the other party to terminate his or her employment with such
other party or to breach any other obligation to such other party. This section is not meant to encompass general solicitations such as may be found in newspaper advertisements and the like. 

14.2 Relationship of Parties. Each of the parties hereto is an independent contractor and nothing in this Agreement is intended or
shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties. No party shall have the right to, and each party agrees not to purport to, incur any debts or make any commitments or contracts
for the other. 
 14.3 Compliance with Law. Each of the parties shall comply with all applicable international, federal,
state and local laws, rules and regulations, including, but not limited to, import/export restrictions, laws, rules and regulations governing product quality and safety and patent, copyright and trade secret protection. 

14.4 Arbitration. 
 (a) Procedure. Except as otherwise expressly set forth in this Agreement, any and all disputes or controversies arising out of or relating to this Agreement shall be exclusively and finally
resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, in Boston, Massachusetts. The arbitration shall be conducted by an arbitrator reasonably knowledgeable about
the pharmaceutical industry and acceptable to CyDex and Sage. If CyDex and Sage 

  
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cannot agree on a single arbitrator within [***]68 after a demand for arbitration has been made, CyDex shall appoint an arbitrator, Sage shall appoint an arbitrator, the two arbitrators shall appoint a third arbitrator, and the three arbitrators shall
hear and decide the issue in controversy. If either party fails to appoint an arbitrator within [***] after service of the demand for arbitration, then the arbitrator appointed by the other party shall arbitrate any controversy in accordance with
this Section 14.4(a). Except as to the selection of arbitrators, the arbitration proceedings shall be conducted promptly and in accordance with the rules of the American Arbitration Association then in effect. The expenses of any
arbitration, including the reasonable attorney fees of the prevailing party, shall be borne by the party deemed to be at fault or on a pro-rata basis should the arbitration conclude in a finding of mutual fault. 

(b) Confidentiality of Proceedings. All arbitration proceedings hereunder shall be confidential and the arbitrator(s) shall issue
appropriate protective orders to safeguard each party’s Confidential Information. Except as required by law, no party shall make (or instruct the arbitrator(s) to make) any public announcement with respect to the proceedings or decision of the
arbitrator(s) without prior written consent of the other party. 
 (c) Interim Equitable Relief. Notwithstanding
Section 14.4(a), but subject to the limitations set forth in Article 11, each party shall not be precluded from seeking equitable relief (including but not limited to interim injunctive relief) in any court having jurisdiction to
protect its interests. 
 (d) Binding Effect. The provisions of this Section 14.4 shall survive any
termination of this Agreement, and shall be severable and binding on the parties hereto, notwithstanding that any other provision of this Agreement may be held or declared to be invalid, illegal or unenforceable. 

14.5 Costs and Expenses. Except as otherwise expressly provided in this Agreement, each party shall bear
[***]. 

14.6 Force Majeure. Neither party shall be liable for failure to perform, or delay in the performance of, its obligations under
this Agreement (other than payment obligations) when such failure or delay is caused by an event of force majeure. For purposes of this Agreement, an event of force majeure means any event or circumstance beyond the reasonable control of the
affected party, including but not limited to, war, insurrection, riot, fire, flood or other unusual weather condition, explosion, act of God, peril of the sea, strike, lockout or other industrial disturbance, sabotage, accident, embargo, breakage of
machinery or apparatus, injunction, act of governmental authority, compliance with governmental order or national defense requirements, or inability to obtain fuel, power, raw materials, labor or transportation facilities. If, due to any event of
force majeure, either party shall be unable to fulfill its obligations under this Agreement (other than payment obligations), the affected party shall immediately notify the other party of 

  

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such inability and of the period during which such inability is expected to continue and the time for performance shall be extended for a number of days equal to the duration of the force
majeure. 
 14.7 Notices. Any notice, request, or communication under this Agreement shall be effective only if it is in
writing and personally delivered; sent by certified mail, postage pre-paid; facsimile with receipt confirmed; or by nationally recognized overnight courier with signature required, addressed to the parties at the addresses stated below or such other
persons and/or addresses as shall be furnished in writing by any party in accordance with this Section 14.7. Unless otherwise provided, all notices shall be sent: 
 If to CyDex, to: 
 CyDex Pharmaceuticals, Inc. 

10513 W. 84th Terrace 
 Lenexa, KS 66214 
 Attention: President 

Fax: (913) 685-8856 
 With a copy to: 
 General Counsel 

Ligand Pharmaceuticals Incorporated 
 11085 North Torrey Pines Road 
 Suite 300 

La Jolla, CA 92037 
 Fax: (858) 550-7272 
 If to Sage, to: 

Sage Therapeutics, Inc. 
 29 Newbury Street, Suite 301 
 Boston, Massachusetts 02116 

Attention: President 
 Fax: (617) 859-2891 
 With a copy to: 

Goodwin Procter LLP 
 Exchange Place 
 Boston, MA 02109 

Attention: Christopher Denn 
 Fax: (617) 523-1231 
 If sent by facsimile transmission,
[***] shall be deemed to be the date on which such notice,
request or communication was given. If sent by overnight courier, [***] after the date of deposit with such courier shall be deemed to be the date on which such notice, request or communication was given. If sent by certified mail, the [***] after
the date of mailing shall be deemed the date on which such notice, request or communication was given. 

  

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 14.8
Use of Name; Publicity. No party shall use the name, trademark, trade name or logo of the other party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or
its subject matter, without the prior express written permission of the other party, except as may be required by law or the rules of NASDAQ. The parties agree that a party may disclose this Agreement’s existence and terms, and material
developments or material information generated under this Agreement, in (i) securities filings with the Securities and Exchange Commission (or equivalent foreign agency) to the extent required by law, or (ii) under conditions of
confidentiality/nonuse in connection with investment and similar corporate transactions. Notwithstanding the above, once a public announcement has been made, either party shall be free to disclose to third parties any information contained in said
public announcement. In the event of a required public announcement, the party making such announcement shall provide the other party with a copy of the proposed text before such announcement sufficiently in advance of the scheduled release of such
announcement to afford such other party a reasonable opportunity to review and comment upon the proposed text and the timing of such disclosure. 
 14.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without giving effect to any conflicts of law principles that
require the application of the law of a different state). 
 14.10 Entire Agreement; Amendment. The Commercial License
Agreement and all Exhibits attached hereto contain the entire agreement of the parties relating to the subject matter hereof and thereof and supersede any and all prior or contemporaneous agreements, written or oral, between CyDex (and/or any of its
Affiliates) and Sage (and/or any of its Affiliates) relating to the subject matter hereof and thereof; provided, that any confidentiality/nonuse provisions of any prior agreement are not superseded and will remain in effect in addition to the
confidentiality/nonuse provisions hereof. This Agreement can not be amended except by way of an express writing signed by both parties. 
 14.11 Binding Effect. This Agreement shall be binding upon, and the rights and obligations hereof shall apply to, CyDex and Sage and any successor(s) and permitted assigns. The name of a party
appearing herein shall be deemed to include the names of such party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. 
 14.12 Waiver. The rights of either party under this Agreement may be exercised from time to time, singularly or in combination, and the exercise of one or more such rights shall not be deemed to be
a waiver of any one or more of the others. No waiver of any breach of a term, provision or condition of this Agreement shall be deemed to have been made by either party unless such waiver is addressed in writing and signed by an authorized
representative of that party. The failure of either party to insist upon the strict performance of any of the terms, provisions or conditions of this Agreement, or to exercise any option contained in this Agreement, shall not be construed as a
waiver or relinquishment for the future of any such term, provision, condition or option or the waiver or relinquishment of any other term, provision, condition or option. 

  
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 14.13
Severability. If any provision of this Agreement is determined by a final and binding court or arbitration judgment to be invalid, illegal or unenforceable to any extent, such provision shall not be not affected or impaired up to the limits of
such invalidity, illegality or unenforceability; the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way; and the parties agree to negotiate in good faith to replace such
invalid, illegal and unenforceable provision (or portion of provision) with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid,
illegal or unenforceable provision (or portion of provision). This Agreement shall not be invalidated by any future determination that any or all of the Licensed Patents have expired or been invalidated 

14.14 Assignment. Sage may not assign its rights or delegate its obligations under this Agreement, in whole or in part, by
operation of law or otherwise, to any third party without the prior written consent of CyDex, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Sage may assign its rights and delegate its obligations under this
Agreement to an Affiliate or to a third party successor, whether by way of merger, sale of all or substantially all of its assets, sale of stock or otherwise, without CyDex’s prior written consent. As a condition to any permitted assignment
hereunder, the assignor must guarantee the performance of any assignee to the terms and obligations of this Agreement. Any assignment by Sage not in accordance with this Section 14.14 shall be void. CyDex has the right to assign its
rights or delegate its obligations under this Agreement, in whole or in part, by operation of law or otherwise, to any third party, without any requirement for consent of Sage provided that CyDex also assigns all of its right, title and interest in
all assets, including without limitation, intellectual property rights, pertaining to its Captisol business to the same third party contemporaneous with the assignment of this Agreement. 

14.15 Third Party Beneficiaries. Except for the rights of Indemnified Parties pursuant to Section 10 hereof, and
subject to Section 8.5 hereof, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person, including without limitation Sublicensees. The enforcement of any obligation of CyDex under this Agreement shall only be pursued by Sage or such Indemnified Party, and not Sublicensees.

 14.16 Remedies Cumulative. Except as provided in Section 11, any enumeration of a party’s rights and
remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity. 

14.17 Headings. The descriptive headings of this Agreement are for convenience only, and shall be of no force or effect in
construing or interpreting any of the provisions of this Agreement. 

  
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 14.18
Interpretation. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any party because that party or its attorney drafted
the provision. 
 14.19 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an
original document, but both of which shall constitute one and the same instrument. 
 [Remainder of this page left blank
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 IN
WITNESS WHEREOF, the parties have executed this Commercial License Agreement as of the Effective Date. 
  

			
	CYDEX PHARMACEUTICALS, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

	
	SAGE THERAPEUTICS, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
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 EXHIBIT A: CAPTISOL PATENTS 

[Exhibit A consists of 4 pages] 
  

									
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	[***]	 	[***]	 	[***]	 	[***]	 	
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]72	 	[***]	 	[***]

 [Exhibit continues on next page] 

  

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 EXHIBIT A (CONTINUED) 

 

									
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	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	

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 EXHIBIT A (CONTINUED) 

 

									
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	[***]	 	[***]	 	[***]	 		 	
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	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
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	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
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	[***]	 	[***]	 	[***]	 		 	
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	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
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	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	
	[***]	 	[***]	 	[***]	 		 	

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 EXHIBIT A (CONTINUED) 

 

									
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	[***]	 	[***]	 	[***]	 		 	

 * * * * * 

  

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 EXHIBIT B: LICENSED PRODUCT PATENTS 

 

											
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
		 	[***]	 		 		 		 	

 * * * * * 

  

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 EXHIBIT C: SPECIFICATIONS 

 

									
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	[***]	 	[***]	 		 	[***]
					
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 EXHIBIT D: SPECIFIED DILIGENCE REQUIREMENTS 

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 EXHIBIT E: DOSING 
 Dosing Matrix (Animals) 
  

																							
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
		 		 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
												
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
												
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
												
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 		 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
												
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 	[***]	 	[***]	 	[***]	 	[***]	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

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 EXHIBIT E (CONTINUED) 

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 [***] 

													
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 EXHIBIT B

 FORM OF SUPPLY AGREEMENT 
 (attached) 








	
	  
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 Exhibit B

 SUPPLY AGREEMENT 
 THIS SUPPLY AGREEMENT (this “Agreement”) is made this          day of
        , 201     (the “Effective Date”) between: 
 CYDEX PHARMACEUTICALS, INC., a Delaware corporation with offices at 10513 W. 84th Terrace, Lenexa, Kansas 66214 (“CyDex”); and 

SAGE THERAPEUTICS INC., a Delaware corporation with offices at 29 Newbury Street,
Suite 301, Boston, Massachusetts 02116 (“Sage”). 
 RECITALS 

WHEREAS, CyDex and Sage are also parties to that certain Commercial License Agreement of even date
herewith (the “Commercial License Agreement”) and that certain License Agreement dated October 13, 2011 (the “License Agreement”); and 
 WHEREAS, CyDex desires to sell Captisol® to Sage or its Contract Manufacturers (defined below), and Sage desires to obtain supplies of Captisol® from CyDex,
for use in the Licensed Product, in accordance with the terms and conditions contained herein; 
 NOW,
THEREFORE, in consideration of the following mutual promises and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, intending to be legally bound, agree as
follows: 
  

	1.	Definitions. 

 For the purposes of this Agreement, defined terms shall have the meanings defined in the Commercial License Agreement or as defined elsewhere in this Agreement. For reference purposes,
“Affiliate”, “Captisol”, “Claim”, “Clinical Grade Captisol”, “Commercial Grade Captisol”, “Commercial Launch Date”, “Commercially
Reasonable Efforts”, “Compound”, “Contract Manufacturer”, “FDA”, “Field”, “Licensed Product”, “NDA”, “[***]” “Specifications”, and
“Sublicensees” are defined in the Commercial License Agreement. 
  

	2.	Purchase and Supply of Captisol. 

 2.1 Clinical Quantities. Sage shall have, subject to the terms and conditions of this Agreement, the right to purchase Clinical Grade Captisol and/or Commercial Grade Captisol from CyDex, at
the purchase prices specified in Exhibit A hereto, as may be increased pursuant to Section 4.1(a); such purchase prices [***] CyDex’s production point or storage facilities.  

2.2 Purchase Commitment. Subject to the provisions of this Agreement and during the Term of this Agreement, Sage agrees that Sage
and its Affiliates and Sublicensees and their Contract 
  

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Manufacturers shall purchase [***] of their requirements for Captisol for use in the formulation of Licensed Product exclusively from CyDex. Sage shall not itself, and will not permit its Affiliates and Sublicensees to, make, sell, offer
to sell or import bulk Captisol. This Agreement and the Commercial License Agreement do not grant Sage, its Affiliates or Sublicensees or their Contract Manufacturers the right to manufacture (or have manufactured on their behalf) Captisol, without
CyDex’s prior written consent. Sage covenants and agrees that it and its Affiliates, Sublicensees and Contract Manufacturers shall not re-sell any Captisol purchased pursuant to this Agreement (except as incorporated into the Licensed Product
in and for the Field), and shall not use any Captisol purchased pursuant to this Agreement except in connection with the Licensed Product in and for the Field. Before entering into an agreement with any Sublicensees or Contract Manufacturers, Sage
shall advise such Sublicensee or Contract Manufacturer of the foregoing restrictions and shall obtain such Sublicensee’s or Contract Manufacturer’s written agreement to observe and be bound thereby. Sage shall be responsible and liable for
any actions by its Affiliates, Sublicensees and Contract Manufacturers which would have violated this Section 2.2 if committed by Sage itself. 
 2.3 Supply Commitment. CyDex agrees that CyDex shall produce (or have produced for it) and sell to Sage and its Affiliates and Sublicensees and their Contract Manufacturers [***] of Sage’s and
its Affiliates’ and Sublicensees’ and their Contract Manufacturers’ requirements for Captisol for use in the formulation of Licensed Product in and for the Field, during the Term and subject to the provisions of this Agreement;
provided that, and notwithstanding anything to the contrary in this Agreement, in no event shall CyDex be obligated to supply to Sage or its Affiliates or Sublicensees or their Contract Manufacturers more than an aggregate quantity of [***]
pursuant to this Agreement. 
 2.4 Third-Party Manufacturers. Without limiting CyDex’s responsibility under this
Agreement, CyDex shall [***]. 
  

	3.	Supply Terms. 

 3.1
Orders. During the Term and subject to the provisions of this Agreement, Sage may place orders in customary form (or, to the extent so required by Section 3.2(d), in Section 3.2(d) form) for Captisol on behalf of its
Affiliates and Sublicensees; provided, however that: (a) Sage shall instruct CyDex as to the location for the shipment thereof; (b) Sage shall guarantee payment to CyDex of all amounts payable with respect thereto; and (c) if
Sage requests that CyDex deliver such orders to Sage for re-delivery thereof by Sage to its Affiliates or Sublicensees, Sage shall comply with all applicable laws, rules and regulations applicable to the transportation of Captisol from Sage to its
Affiliates and Sublicensees. 
 3.2 Supply Terms. 

(a) Long-term Forecast. No later than [***] before the anticipated Commercial Launch Date, Sage shall provide
CyDex with a good-faith forecast setting forth Sage’s estimate of the required quantities of Commercial Grade Captisol for each of the following three years. Such long-term forecast shall thereafter be updated by Sage at least once every
[***]. Such long-term forecasts shall not be binding and
shall be for planning purposes only. 
  

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 (b)
Detailed Forecast. At least [***] before the first order of Commercial Grade Captisol, Sage shall deliver to CyDex a detailed good-faith rolling forecast setting forth Sage’s requirements and anticipated delivery schedules for Commercial
Grade Captisol for the [***] period following such first order (the “Initial Detailed Forecast”). The Initial Detailed Forecast shall thereafter be updated by Sage quarterly (each a “Detailed Forecast”), no later
than the [***], so that each [***] CyDex shall have been provided with a rolling Detailed Forecast for each [***] during the [***] period commencing on the [***] of the next [***] following the date on which such Detailed Forecast is submitted.
Before the [***] of the Commercial Launch Date, the first [***] of each Detailed Forecast shall be firm and binding on both parties, subject to the permissible variances set forth in Section 3.2(c)(i) below, while the final [***] of each
Detailed Forecast shall not be binding and shall be for planning purposes only. After the [***] of the Commercial Launch Date, the entire Detailed Forecast shall be firm and binding on both parties, subject to the permissible variances set forth in
Section 3.2(c)(ii) below. If Sage fails to provide any updated Detailed Forecast in accordance with this Section 3.2(b), the Detailed Forecast last provided by Sage shall be deemed to be resubmitted as Sage’s binding
Detailed Forecast for the next succeeding [***] period, and with the same quantity and timing as had been forecasted (or deemed to be forecasted) for the [***] of the prior Detailed Forecast being repeated as the forecasted quantity and timing for
the new Detailed Forecast’s [***]. 
 (c) Detailed Forecast Variances. 

(i) Until the 3rd anniversary of the first Commercial Launch Date, each updated Detailed Forecast may modify the amount of Commercial
Grade Captisol estimated in the previous Detailed Forecast and the corresponding delivery timing in accordance with the following limitations (the “Purchase Volume Limitations”): 

(1) for the [***] covered by such updated Detailed Forecast, no change in excess of a [TBD%] volume increase or decrease per
month from the prior Detailed Forecast may be made without the prior express written consent of CyDex; and 
 (2) for
the [***] covered by such updated Detailed Forecast, no change in excess of a [TBD%] volume increase or decrease [***] from the prior Detailed Forecast may be made without the prior express written consent of CyDex. 

(3) for the [***] covered by such updated Detailed Forecast, no change in excess of a [TBD%] volume increase or decrease from the
prior Forecast may be made without the prior express written consent of CyDex; and 
 (4) for the [***] covered by such
updated Detailed Forecast, no change in excess of a [TBD%] volume increase or decrease from the prior Forecast may be made without the prior express written consent of CyDex. 

 

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 (ii) After the [***] of the Commercial Launch Date, the Purchase Volume Limitations shall be deemed modified as follows: 
 (1) for the [***] covered by such updated Detailed Forecast, no change in excess of a [TBD%] volume increase or decrease [***] from the prior Detailed Forecast may be made without the prior express
written consent of CyDex; 
 (2) for the [***] covered by such updated Detailed Forecast, no change in excess of a
[TBD%] volume increase or decrease from the prior Detailed Forecast may be made without the prior express written consent of CyDex; 
 (3) for the [***] covered by such updated Detailed Forecast, no change in excess of a [TBD%] volume increase or decrease from the prior Forecast may be made without the prior express written
consent of CyDex; and 
 (4) for the [***] covered by such updated Detailed Forecast, no change in excess of a [TBD%]
volume increase or decrease from the prior Forecast may be made without the prior express written consent of CyDex. 
 (d)
Purchase Orders. Together with each Detailed Forecast provided under Section 3.2(b) above, Sage shall place a firm purchase order with CyDex in a form mutually agreed upon by the parties, for Sage’s order of Commercial Grade
Captisol for the [***] of the Detailed Forecast for delivery consistent with the Detailed Forecast. Detailed Forecasts deemed delivered pursuant to the last sentence of Section 3.2(b) shall also be deemed to be accompanied by
corresponding firm purchase orders for the [***]. Each purchase order, for all grades of Captisol, shall specify: (i) the grade of Captisol ordered (i.e., Commercial Grade Captisol or Clinical Grade Captisol); (ii) quantities;
(iii) delivery dates; and (iv) reasonable shipping instructions. CyDex shall comply with Sage’s requested delivery dates if the firm purchase order date is at least [***] before the stipulated delivery date and is made in accordance
with the quantities set forth in the latest Detailed Forecast. Any such firm purchase order for Commercial Grade Captisol provided by Sage, to the extent such order is in the form mutually agreed upon by the parties and does not request more or less
than the Purchase Volume Limitations, shall be deemed accepted by CyDex upon receipt by CyDex. With respect to any quantities ordered under such purchase order that exceed the Purchase Volume Limitations, CyDex shall not be obligated to accept such
orders but nevertheless shall use good faith efforts to fill such orders for such excess quantities from available supplies. If CyDex, despite the use of good faith efforts, is unable to supply such quantities that exceed the Purchase Volume
Limitations to Sage, such inability to supply shall not be deemed to be a breach of this Agreement by CyDex or a failure by CyDex to supply for any purpose. CyDex shall use reasonable efforts to notify Sage as soon as possible, but no less than
within [***], after its receipt of Sage’s purchase order of its ability to fill any amounts of such order that are in excess of the Purchase Volume Limitations. If any purchase order or other document submitted by Sage hereunder or any other
document passing between the parties contains terms or conditions in addition to or inconsistent with the terms of this Agreement, the terms of this Agreement shall control and prevail and the parties hereby agree that such additional or
inconsistent terms shall 
  

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simply be ignored and deemed not to exist, unless they are handwritten and expressly identified as being additional to or inconsistent with this Section 3.2(d) and are signed by
officers of both parties next to the handwriting. 
 3.3 Delivery. Sage acknowledges the inherent
risk that a batch of Captisol may be lost in production or shipment, and Sage shall use commercially reasonable efforts to maintain a sufficient inventory of Captisol in the event of late delivery by CyDex. Quantities actually delivered to Sage or
Sage’s designee pursuant to an accepted purchase order may vary from the quantities reflected in such purchase order by up to [***] and still be deemed to be in compliance with such purchase order; provided, however, that Sage shall only be
invoiced and required to pay for the quantities of Captisol that Sage actually ordered and CyDex actually delivered to Sage or Sage’s designee. CyDex shall use Commercially Reasonable Efforts to include, in the next shipment of Captisol to
Sage, any quantities ordered pursuant to an accepted purchase order but not delivered. 
 3.4 Modified Specifications.
CyDex shall have the right to change the Specifications from time to time during the Term; provided that any change to the Specifications that would require Sage to (i) conduct additional process validation or (ii) comply with
additional clinical study requirements from the FDA or other major-market regulatory agencies that would be beyond that required for the Licensed Product formulated with Captisol meeting the unmodified Specifications, will require Sage’s prior
written consent. In the event that CyDex desires to change the Specifications, CyDex shall give Sage at least [***] notice. If CyDex desires to change the Specifications or a regulatory agency requires a change to the Specifications where such
change is generally applicable to Captisol, CyDex shall reimburse Sage for any Captisol purchased hereunder which is rendered unusable in all major markets by such change in Specifications. CyDex shall use Commercially Reasonable Efforts to
cooperate with Sage to, if necessary, have any change approved by the FDA and other regulatory agencies having jurisdiction. CyDex will continue to provide Captisol with the unmodified Specifications under the terms of this Agreement until such time
that Sage has obtained any required approvals for the Specification change by the FDA and other applicable major-market regulatory agencies. In the event that the FDA or another applicable major-market regulatory agency having jurisdiction requires
Sage to implement any changes to the Specifications, CyDex shall use all reasonable efforts to make such changes. CyDex shall promptly advise Sage as to any lead-time changes or other terms that may result from a change to the Specifications. Sage
shall bear the costs CyDex actually incurred for materials already purchased expressly for Sage, its Affiliates or Sublicensees and rendered unusable by a change in Specifications requested by Sage and agreed to by CyDex. If a regulatory agency
requires a change to the Specifications where such change is not generally applicable to Captisol but is specific to the Licensed Product, or if Sage requests a change to the Specifications which CyDex agrees to, then Sage shall be responsible for
the documented, reasonable costs incurred to generate such unique, modified Specifications. In all other instances, CyDex shall bear all costs associated with any change to the Specifications. 
  

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 3.5
Inability to Supply. 
 (a) Notice. CyDex shall notify Sage if CyDex is unable to supply the
quantity of (i) Commercial Grade Captisol ordered by Sage within the Purchase Volume Limitations set forth in Section 3.2(c) or (ii) Clinical Grade Captisol ordered by Sage as set forth in Section 2.1 above:
(1) as soon as possible but no less than within [***]
after CyDex’s receipt of a purchase order from Sage; or (2) immediately upon becoming aware of an event of force majeure or any other event including, but not limited to, CyDex’s failure to pass any regulatory inspections or as
a result of modified Specifications that would render CyDex unable to supply to Sage the quantity of Captisol that CyDex is required to supply hereunder. 
 (b) Allocation. If CyDex is unable to supply to Sage the quantity of Captisol that CyDex is required to supply hereunder, CyDex (i) shall allocate its available Captisol among Sage and any
other purchasers of Captisol with which CyDex then has an on-going contractual relationship, in proportion to the quantity of Captisol for which each of them has orders pending at such time and (ii) shall take all reasonable steps necessary to
minimize supply delays. The supply allocation provided in this Section 3.5(b) and the alternate suppliers provisions of Section 3.5(c) shall be CyDex’s sole obligation and Sage’s sole and exclusive remedy for any
supply shortage. 
 (c) Alternate Suppliers. If CyDex fails to supply to Sage, or if CyDex will be unable to supply Sage
with [***] (i.e., maximum shortfall of [***]) of the quantity of Captisol properly forecasted and ordered by Sage (and provided such order was within the Purchase Volume Limitations) in accordance with this Agreement, for a period of [***] or longer
or if any such failure occurs [***] or more times during any [***] period (“Supply Interruption”) then CyDex shall immediately provide written notice to Sage of the Supply Interruption. In the event of a Supply Interruption:

 (i) [***] 
 (ii) [***] 
 (iii) [***] 

3.6 Control; Acceptance and Rejection. 
 (a) Quality Control. CyDex shall conduct or have conducted quality control testing of Captisol before shipment in accordance with the Specifications and other CyDex-approved quality control testing
procedures that shall be set forth in the Specifications (the “Testing Methods”). CyDex shall retain or have retained accurate and complete records pertaining to such testing as well as samples (equal to at least twice the amount
required to perform the full suite of Testing Methods) from each lot of Captisol shipped to Sage, for at least through the expiration date of such Captisol [***] or longer if required by law. Each shipment of Captisol hereunder shall be accompanied
by a certificate of analysis for each lot of Captisol therein. 
  

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 (b)
Acceptance Testing. Sage shall have a period of [***] from the date of receipt to test or cause to be tested Captisol supplied under this Agreement. Sage or its designee shall have the right to reject any shipment of Captisol that does not
conform in all respects with the Specifications at the time of delivery when tested in accordance with the Testing Methods. All shipments of Captisol shall be deemed accepted by Sage unless CyDex receives written notice of rejection from Sage within
such [***] period, describing the reasons for the rejection in reasonable detail. Once a delivery of Captisol is accepted or deemed accepted hereunder, Sage shall have no recourse against CyDex in the event Captisol is subsequently deemed unsuitable
for use for any reason, except as provided in Section 10 below and except for Captisol that is not fit for use after the acceptance has occurred due to a defect in the Captisol that could not be detected through the performance of the
Testing Method. 
 (c) Confirmation. After its receipt of a notice of rejection from Sage pursuant to
Section 3.6(b) above, CyDex shall notify Sage as soon as reasonably practical whether it accepts Sage’s basis for rejection and Sage shall cooperate with CyDex in determining whether such rejection was necessary or justified. If the
parties are unable to agree as to whether a shipment of Captisol supplied by CyDex or its Third-Party Manufacturer hereunder meets the Specifications, such question shall be submitted to an independent quality control laboratory mutually agreed upon
by the parties. The findings of such independent laboratory shall be binding upon the parties. [***]. 
 (d) Return or Destruction of Rejected Shipments. Sage may not return or
destroy any batch of Captisol until it receives written notification from CyDex that CyDex does not dispute that the batch fails to meet the Specifications. CyDex will indicate in its notice either that Sage is authorized to destroy the rejected
batch of Captisol or that CyDex requires return of the rejected Captisol. Upon written authorization from CyDex to do so, Sage shall promptly destroy the rejected batch of Captisol and provide CyDex with written certification of such destruction.
Upon receipt of CyDex’s request for return, Sage shall promptly return the rejected batch of Captisol to CyDex. [***]. 

(e) Refund or Replacement. Sage shall not be required to pay any invoice with respect to any shipment of Captisol properly
rejected pursuant to this Section 3.6. Notwithstanding the foregoing, Sage shall be obligated to pay in full for any rejected shipment of Captisol that is not returned or destroyed in accordance with Section 3.6(d) above and
that is subsequently determined to meet the Specifications in all material respects, irrespective of whether Sage has already paid CyDex for a replacement shipment. If Sage pays in full for a shipment of Captisol and subsequently properly rejects
such shipment in accordance with this Section 3.6, Sage shall be entitled, upon confirmation that such shipment failed to meet the Specifications in all material respects, either, at Sage’s option: (i) to a refund or credit
equal to the purchase price paid with respect to such rejected shipment (including without limitation, taxes paid and shipping expenses); or (ii) to require CyDex to promptly replace and deliver to Sage an amount of Captisol that conforms to
the requirements of this Agreement to replace such rejected shipment at no additional cost to Sage. Sage acknowledges and agrees that, except for the indemnification obligations set forth in Section 10 below, Sage’s rights to a
refund or credit for or to receive replacement of properly rejected shipments of Captisol hereunder shall be Sage’s sole and exclusive remedy, and CyDex’s sole obligation, with respect to non-conforming Captisol delivered hereunder.

  

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 (f)
Exceptions. Sage’s rights of rejection, return, refund and replacement set forth in this Section 3.6 shall not apply to any Captisol that is non-conforming due to damage (i) caused by Sage, its Affiliates or Sublicensees or
their respective employees or agents, including but not limited to, misuse, neglect, improper storage, transportation or use beyond any dating provided or (ii) that occurs after delivery of such Captisol to the carrier at the point of origin,
including but not limited to any damage caused thereafter by accident, fire or other hazard and CyDex shall have no liability or responsibility to Sage with respect thereto. 

(g) Inspections. Authorized representatives of Sage shall be permitted to inspect those portions of all CyDex
and Third-Party Manufacturer facilities that are used to manufacture, prepare, process, store or conduct testing of Captisol on an annual basis (scheduled at least [***] in advance) during the term of this Agreement. Such representatives shall comply with the applicable rules and
regulations for workers at such facilities and shall enter into reasonable confidentiality and non-use agreements if so requested by CyDex. Such audits shall be conducted in a manner that is intended to minimize any disruption to the operations at
such facilities. CyDex shall promptly address and correct any deficiencies from [***] identified in connection with such inspections. 
 3.7 Incoterms Delivery. All Captisol shall be delivered [***] CyDex’s production point or storage facilities. 
  

	4.	Compensation. 

 4.1
Pricing.  
 (a) Captisol Purchase Price Increases and Quanta. CyDex reserves the right to increase such purchase
prices set forth in Exhibit A on each January 1 during the Term, upon no less than [***] written notice to Sage, [***]. 
 (b) Shortfall Reimbursement (Take or Pay). If Sage fails to order for the [***] a quantity of Commercial Grade Captisol to be delivered during such [***] (or within [***] after the firm purchase
order is placed) that is equal to or greater than the quantity of Commercial Grade Captisol Sage is obligated to purchase pursuant to the applicable Detailed Forecast (the difference between the quantity of Commercial Grade Captisol Sage is
obligated to purchase in [***] pursuant to the applicable Detailed Forecast and the amount of Commercial Grade Captisol that Sage actually orders for delivery in [***] (or within [***] after the firm purchase order is placed), the
“Shortfall”), then Sage shall pay CyDex [***] of the purchase price hereunder for the Shortfall amount and shall not be entitled to receive delivery of such Shortfall amount. This Section 4.1(b) is based on the time
stated for delivery in the original order, as opposed to the time delivery is actually made. 
  

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 (c)
Compound Supplies. For clarity, Sage or its Contract Manufacturers shall at their cost arrange for supplies of the Compound and for all other items and services needed in connection with the manufacture and commercial delivery of Licensed
Products. 
 4.2 Invoicing; Payment. CyDex shall invoice Sage upon shipment of each order of Captisol. All invoices shall
be sent to the address specified in the applicable purchase order, and each invoice shall state the purchase price for Captisol in such shipment, plus any insurance, taxes, shipping costs or other costs incidental to such purchase or shipment
initially paid by CyDex but to be borne by Sage hereunder; provided, however, that if such insurance, taxes, shipping costs or other costs incidental to such purchase or shipment initially paid by CyDex but to be borne by Sage are not known
at the time CyDex invoices Sage for the purchase price for the Captisol ordered by Sage, CyDex may invoice such costs at a later date. 
 4.3 Payments. All amounts due hereunder are stated in, and shall be paid in, U.S. dollars. Payment of CyDex’s invoices shall be made within [***] of Sage’s receipt of such invoices except in the event of a good
faith rejection of a shipment of Captisol in accordance with this Agreement, in which event payment shall be made promptly after such shipment is determined to comply with the requirements of this Agreement, if applicable. Unpaid balances shall
accrue interest, from due date until paid, at a rate equal to [***], CyDex may, in addition to any other rights or remedies it may have, refuse to ship Captisol hereunder except upon payment by Sage in advance. 

4.4 Taxes. All amounts due hereunder exclude all applicable sales, use, and other taxes, and Sage will be responsible for payment
of all such taxes (other than taxes based on CyDex’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of amounts due under this Agreement. Sage shall make all payments to CyDex under this
Agreement free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of amounts to CyDex hereunder will be Sage’s sole responsibility. Sage shall indemnify and hold CyDex harmless from any and all
such taxes and any actions brought against CyDex by any taxing authority with respect to such taxes. The parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of
payments made by Sage to CyDex under this Agreement. To the extent Sage is required to withhold taxes on any payment to CyDex, Sage shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to
CyDex official receipts issued by the appropriate taxing authority and/or an official tax certificate, or such other evidence as CyDex may reasonably request, to establish that such taxes have been paid. CyDex shall provide Sage any tax forms that
may be reasonably necessary in order for Sage to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. CyDex shall use reasonable efforts to provide any such tax forms to Sage at least [***] before
the due date for any payment for which CyDex desires that Sage apply a reduced withholding rate. Each party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding taxes, value added
taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the party bearing such withholding tax or value added tax. 

 

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	5.	Representations and Warranties. 

 5.1 [***]. 
 5.2 Representations and Warranties. The provisions of
Section 9.1 (Mutual Representations and Warranties) and Section 9.2 (CyDex Representation) of the Commercial License Agreement are incorporated herein by reference as if fully set forth herein, with references therein to
“this Agreement” being understood to refer to this Supply Agreement rather than to the Commercial License Agreement. 

5.3 Disclaimer. The warranties set forth in this Section 5 are provided in lieu of, and each party hereby disclaims,
all other warranties, express and implied, relating to the subject matter of this Agreement or Captisol, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, title and non-infringement of third
party rights. 
  

	6.	CONFIDENTIALITY. 


6.1 Definition. Sage and CyDex each recognizes that, during the Term, it may be necessary for a party (the
“Disclosing Party”) to provide Confidential Information (as defined herein) to the other party (the “Receiving Party”) that is highly valuable, the disclosure of which would be highly prejudicial to such party. The
disclosure and use of Confidential Information will be governed by the provisions of this Section 6. Neither Sage nor CyDex shall use the other’s Confidential Information except as expressly permitted in this Agreement. For purposes
of this Agreement, “Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party and which is obviously Confidential Information, or which is designated in writing by the Disclosing Party
as “Confidential” (or equivalent), or which when disclosed orally is declared to be confidential by the Disclosing Party and confirmed in a writing delivered to the Receiving Party within [***] of such disclosure, including but not limited to product
specifications, data, know-how, formulations, product concepts, sample materials, business and technical information, financial data, batch records, trade secrets, processes, techniques, algorithms, programs, designs, drawings, and any other
information related to a party’s present or future products, sales, suppliers, customers, employees, investors or business. Without limiting the generality of the foregoing, CyDex’s Confidential Information includes all materials provided
as part of the Captisol Data Package, and Sage’s Confidential Information includes Sage Patents and Sage Know-How. 
 6.2
Obligation. CyDex and Sage agree that they will disclose Confidential Information received from the other to its (or its respective parent’s) own officers, employees, consultants and agents only if and to the extent necessary to carry
out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights.
Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent, and any such disclosure to a Third Party shall be pursuant to the terms of a non-disclosure agreement no less
restrictive than this Section 6. The party which disclosed Confidential Information of the other to any Third Party shall be responsible and liable for any disclosure or use by such Third Party (or its disclosees) which would have
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Agreement if committed by the party itself. Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each party shall
take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of
care). Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, if so requested by the other party a party shall promptly return all relevant records and materials in its possession or control containing or
embodying the other party’s Confidential Information (including all copies and extracts of documents); provided, however, that each party may retain one archival copy (and such electronic copies that exist as part of the party’s computer
systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement. 
 6.3 Exceptions. The use and non-disclosure obligations set forth in this Section 6 shall not apply to any Confidential Information, or portion thereof, that the Receiving Party can
demonstrate by appropriate documentation: 
 (i) at the time of disclosure is in the public domain; 

(ii) after disclosure, becomes part of the public domain, by publication or otherwise, through no fault of the Receiving Party or
its disclosees; 
 (iii) is independently developed by Receiving Party personnel with no reference or access to the
Confidential Information; or 
 (iv) is made available to the Receiving Party by an independent third party without
obligation of confidentiality, provided, however, that to the Receiving Party’s knowledge, such information was not obtained by said third party, directly or indirectly, from the Disclosing Party hereunder. 

In addition, the Receiving Party may disclose information that is required to be disclosed by law, by a valid order of a court or by
order or regulation of a governmental agency including but not limited to, regulations of the Securities and Exchange Commission, or in the course of litigation, provided that in all cases the Receiving Party shall give the other party prompt
notice of the pending disclosure and make a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order or confidential-treatment order preventing or limiting (to the greatest possible extent and for the longest
possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. 

6.4 Injunction. Each party agrees that should it breach or threaten to breach any provisions of this Section 6, the
Disclosing Party will suffer irreparable damages and its remedy at law will be inadequate. Upon any breach or threatened breach by the Receiving Party of this Section 6, the Disclosing Party shall be entitled to seek temporary,
preliminary and/or permanent injunctive relief in addition to any other remedy which it may have, without need to post any bond or security, in addition to any and all other legal and equitable rights and remedies available to the Disclosing Party.


  
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 6.5
Third Party Information. The parties acknowledge that the defined term “Confidential Information” shall include not only a disclosing party’s own Confidential Information but also Confidential Information of a Third Party which
is in the possession of a disclosing party. 
 Sage acknowledges that CyDex’s Confidential Information
includes information developed by [***] that is
confidential to both CyDex and [***]. In so far as Confidential Information of [***] is disclosed, [***] is a third-party beneficiary of this Section 6 of this Agreement and may enforce it or seek remedies pursuant to it in accordance
with its terms. 
 Sage agrees not to disclose to CyDex any Confidential Information of a Third Party which is in the possession
of Sage, unless CyDex has given an express prior written consent (which specifies the owner of such Confidential Information) to receive such particular Confidential Information. If CyDex refuses to provide such consent, then any obligation of Sage
to provide such information to CyDex under this Agreement shall be deemed waived by CyDex. 
 6.6 Public Announcements.
The parties will mutually agree on a press release to be issued upon execution of this Agreement or reasonably soon thereafter. Neither party shall make any subsequent public announcement concerning this Agreement or the terms hereof not previously
made public without the prior written approval of the other party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either party in order to comply with applicable Law, regulations,
court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld or delayed by such other party. Before any such public announcement, the party wishing to make the
announcement will submit a draft of the proposed announcement to the other party in sufficient time to enable such other party to consider and comment thereon. 
  

	7.	Indemnification. 

 7.1
By CyDex. CyDex shall defend, indemnify and hold Sage and its Affiliates and Sublicensees, and each of their respective directors, officers, agents and employees, harmless from and against any and all losses, judgments, damages, liabilities,
settlements, penalties, fines, costs and expenses (including the reasonable costs and expenses of attorneys and other professionals) (collectively “Losses”) incurred by Sage as a result of any claim, demand, action or other
proceeding (each, a “Claim”) by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution, importation, sale or offering for sale of Captisol by CyDex and its
Affiliates (including without limitation, the sale of Captisol by CyDex to Sage hereunder); (b) infringement of any person’s intellectual property rights in Captisol per se; (c) CyDex’s breach of this Agreement, including without
limitation any of its representations and warranties set forth in Sections 5.1 and 5.2 and (d) CyDex’s negligence or misconduct. 
 7.2 By Sage. Sage shall defend, indemnify and hold CyDex and its Affiliates, and each of their respective directors, officers, agents and employees, harmless from and against any and all Losses
incurred by CyDex as a result of any Claim by a Third Party, to the extent such Losses arise out of: (a) the manufacture, use, handling, promotion, marketing, distribution, importation, sale or 

 

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offering for sale of the Licensed Product by Sage, its Affiliates and Sublicensees; (b) any acts or omissions by Sage in connection with pre-clinical studies and clinical studies of actual
or potential Licensed Products; (c) infringement of any person’s intellectual property rights in connection with the subject matter of this Agreement (other than intellectual property rights in Captisol per se); (d) Sage’s breach
of this Agreement, including without limitation any of its representations and warranties set forth in Section 5.2 and (e) Sage’s negligence or misconduct. 

7.3 Expenses. As the parties intend complete indemnification, all costs and expenses of enforcing any provision of this
Section 7 shall also be reimbursed by the Indemnifying Party. 
 7.4 Procedure. 

(a) The person intending to claim indemnification under this Section 7 (an “Indemnified Party”) shall
promptly notify the other party (the “Indemnifying Party”) of any Claim in respect of which the Indemnified Party intends to claim such indemnification, and a reasonable explanation of the basis for the Claim and the amount of
alleged Losses to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of
any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) The Indemnifying Party shall assume the defense thereof whether or not such
Claim is rightfully brought; provided, however, that if the Indemnifying Party assumes the defense, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or
unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the
actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to assume the defense of and reasonably defend such Claim, the Indemnified Party shall have the right to retain or assume control
of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party. 
 (b) The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party.
Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be
unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless (A) there is no finding or admission of any violation of law or any
violation of the rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole
relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action. 

(c) Regardless of who controls the defense, the other party hereto shall reasonably cooperate in the defense as may be requested.
Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Claim. 

  
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	8.	Limitation of Liability. 

 EXCEPT FOR DAMAGES FOR WHICH A PARTY IS RESPONSIBLE
PURSUANT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 ABOVE,
EACH PARTY SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND SHALL IN NO
EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES,
EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR OTHER DAMAGES
OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR RESULTING FROM THE MANUFACTURE, HANDLING, MARKETING, SALE,
DISTRIBUTION OR USE OF LICENSED PRODUCT OR USE (PURSUANT TO OR IN
CONNECTION WITH THE RIGHTS GRANTED UNDER THIS AGREEMENT) OF THE LICENSED
PATENTS AND CAPTISOL DATA PACKAGE, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH
PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH
RESPECT TO THE INDEMNIFICATION SPECIFICALLY PROVIDED IN SECTION 7 ABOVE, [***]. PROVIDED, THAT THE
FOREGOING LIMITATIONS SHALL NOT LIMIT CYDEX’S RIGHT TO TAKE
ACTION TO ENFORCE THIS SUPPLY AGREEMENT TO COLLECT AMOUNTS THAT ARE
PROPERLY DUE AND OWING UNDER ARTICLE 4 HEREOF. NO ACTION, REGARDLESS OF
FORM, ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT
BY EITHER PARTY MORE THAN [***] AFTER SUCH PARTY HAS KNOWLEDGE OF THE
LEGAL AND FACTUAL BASIS FOR SUCH CAUSE OF ACTION OR AFTER EXPIRATION
OF THE APPLICABLE STATUTORY LIMITATIONS PERIOD, WHICHEVER IS SOONER. FOR AVOIDANCE
OF DOUBT, THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS WITH RESPECT TO
ANY LIABILITY THAT MAY ACCRUE UNDER THE LICENSE AGREEMENT, ANY COMMERCIAL
LICENSE AGREEMENT OR ANY SUPPLY AGREEMENT (OTHER THAN THIS AGREEMENT) OR
IN CONNECTION WITH ACTIVITIES CONDUCTED PURSUANT TO OR CONTEMPLATED BY ANY
SUCH AGREEMENTS SHALL BE DETERMINED PURSUANT TO THE TERMS OF THOSE
AGREEMENTS AND NOT BY THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT. 
  

	9.	Term and Termination. 


9.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in
effect unless and until terminated as set forth herein. 
 9.2 Termination for Breach. 

(a) Notice. If either party believes that the other is in material breach of this Agreement, then the party holding such belief
(the “Non-breaching Party”) may deliver notice of such breach to the other party (the “Notified Party”). The Notified Party shall have [***] to cure such breach to the extent involving non-payment of amounts due
hereunder, and [***] to either cure such breach for all other material breaches, or, if cure of such breach other than non-payment cannot reasonably be effected within such [***] period, to deliver to the Non-breaching Party a plan reasonably
calculated to cure such breach within a timeframe that is reasonably prompt in light of the circumstances then prevailing but in no event in excess of an additional [***] period. Following 
  

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delivery of such a plan, the Notified Party shall diligently carry out the plan and cure the breach and the cure period shall be extended by the time period provided in such plan but in no event
to exceed [***] from the date of any initial breach notice delivered under this Section 9.2. 
 (b) Failure to
Cure. If the Notified Party fails to cure a material breach of this Agreement as provided for in Section 9.2, then the Non-Breaching Party may terminate this Agreement upon written notice to the Notified Party. 

9.3 Termination with Commercial License Agreement. This Agreement shall automatically terminate upon the termination, for whatever
reason, of the Commercial License Agreement. 
 9.4 Survival. Notwithstanding any other provisions of this Agreement, any
liability or obligation of either party to the other for acts or omissions before the termination of this Agreement shall survive the termination of this Agreement, including Sage’s obligation to pay CyDex sums due in respect of Captisol
shipped before termination of this Agreement. And, such termination shall not relieve either party from obligations that are expressly indicated to survive termination of this Agreement. Sections 2.2 (Purchase Commitment) (final two
sentences only), 3.4 (Modified Specifications) (final two sentences only), 3.6 (Control; Acceptance and Rejection), 4.1(b) (Shortfall Reimbursement (Take or Pay)), 4.3 (Payments), 4.4 (Taxes), 5.3 (Disclaimer), 6 (Confidentiality), 7
(Indemnification), 8 (Limitation of Liability), 9.4 (Survival), and 10 (General Provisions) shall survive termination of this Agreement. CyDex shall have the option, in its discretion, either to cancel all outstanding Captisol orders properly made
before and pending at the time of termination or to honor and enforce all outstanding Captisol orders properly made before and pending at the time of termination. 
  

	10.	General Provisions. 


10.1 Non-Solicitation. During the Evaluation Period and for a period of one year thereafter, neither party shall solicit any
employee of the other party to terminate his or her employment with such other party or to breach any other obligation to such other party. This section is not meant to encompass general solicitations such as may be found in newspaper advertisements
and the like. 
 10.2 Relationship of Parties. Each of the parties hereto is an independent contractor and nothing in
this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties. No party shall have the right to, and each party agrees not to purport to, incur any debts or
make any commitments or contracts for the other. 
 10.3 Compliance with Law. Each of the parties shall comply with all
applicable international, federal, state and local laws, rules and regulations, including, but not limited to, import/export restrictions, laws, rules and regulations governing product quality and safety and patent, copyright and trade secret
protection. 
 10.4 Arbitration. 
 (a) Procedure. Any and all disputes or controversies arising out of or relating to this Agreement shall be exclusively and finally resolved by binding arbitration in accordance with 

 

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the commercial arbitration rules of the American Arbitration Association then in effect, in Boston, Massachusetts. The arbitration shall be conducted by an arbitrator reasonably knowledgeable
about the pharmaceutical industry and acceptable to CyDex and Sage. If CyDex and Sage cannot agree on a single arbitrator within [***] after a demand for arbitration has been made, CyDex shall appoint an arbitrator, Sage shall appoint an arbitrator, the
two arbitrators shall appoint a third arbitrator, and the three arbitrators shall hear and decide the issue in controversy. If either party fails to appoint an arbitrator within [***] after service of the demand for arbitration, then the arbitrator
appointed by the other party shall arbitrate any controversy in accordance with this Section 10.4(a). Except as to the selection of arbitrators, the arbitration proceedings shall be conducted promptly and in accordance with the rules of
the American Arbitration Association then in effect. The expenses of any arbitration, including the reasonable attorney fees of the prevailing party, shall be borne by the party deemed to be at fault or on a pro-rata basis should the arbitration
conclude in a finding of mutual fault. 
 (b) Confidentiality of Proceedings. All arbitration proceedings hereunder shall
be confidential and the arbitrator(s) shall issue appropriate protective orders to safeguard each party’s Confidential Information. Except as required by law, no party shall make (or instruct the arbitrator(s) to make) any public announcement
with respect to the proceedings or decision of the arbitrator(s) without prior written consent of the other party. 
 (c)
Interim Equitable Relief. Notwithstanding Section 10.4(a), but subject to the limitations set forth in Article 8, each party shall not be precluded from seeking equitable relief (including but not limited to interim injunctive
relief) in any court having jurisdiction to protect its interests. 
 (d) Binding Effect. The provisions of this
Section 10.4 shall survive any termination of this Agreement, and shall be severable and binding on the parties hereto, notwithstanding that any other provision of this Agreement may be held or declared to be invalid, illegal or
unenforceable. 
 10.5 Costs and Expenses. Except as otherwise expressly provided in this Agreement,
each party shall bear [***]. 

10.6 Force Majeure. Neither party shall be liable for failure to perform, or delay in the performance of, its obligations under
this Agreement (other than payment obligations) when such failure or delay is caused by an event of force majeure. For purposes of this Agreement, an event of force majeure means any event or circumstance beyond the reasonable control of the
affected party, including but not limited to, war, insurrection, riot, fire, flood or other unusual weather condition, explosion, act of God, peril of the sea, strike, lockout or other industrial disturbance, sabotage, accident, embargo, breakage of
machinery or apparatus, injunction, act of governmental authority, compliance with governmental order or national defense requirements, or inability to obtain fuel, power, raw materials, labor or transportation facilities. If, due to any event of
force majeure, either party shall be unable to fulfill its obligations under this Agreement (other than payment obligations), 
  

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the affected party shall immediately notify the other party of such inability and of the period during which such inability is expected to continue and the time for performance shall be extended
for a number of days equal to the duration of the force majeure. 
 10.7 Notices. Any notice, request, or communication
under this Agreement shall be effective only if it is in writing and personally delivered; sent by certified mail, postage pre-paid; facsimile with receipt confirmed; or by nationally recognized overnight courier with signature required, addressed
to the parties at the addresses stated below or such other persons and/or addresses as shall be furnished in writing by any party in accordance with this Section 10.7. Unless otherwise provided, all notices shall be sent: 

If to CyDex, to: 

CyDex Pharmaceuticals, Inc. 
 10513 W. 84th Terrace 
 Lenexa, KS 66214 

Attention: President 
 Fax: (913) 685-8856 
 With a copy to: 

General Counsel 

Ligand Pharmaceuticals Incorporated 
 11085 North Torrey Pines Road 
 Suite 300 

La Jolla, CA 92037 
 Fax: (858) 550-7272 
 If to Sage, to: 

Sage Therapeutics, Inc. 
 29 Newbury Street, Suite 301 
 Boston, Massachusetts 02116 

Attention: President 
 Fax: (617) 859-2891 
 With a copy to: 

Goodwin Procter LLP 
 Exchange Place 
 Boston, MA 02109 

Attention: Christopher Denn 
 Fax: (617) 523-1231 
 If sent by facsimile transmission,
[***] shall be deemed to be the date on which such notice,
request or communication was given. If sent by overnight courier, the [***] after the date of deposit with such courier shall be deemed to be the date on which such notice, request or communication was given. If sent by certified mail, the [***]
after the date of mailing shall be deemed the date on which such notice, request or communication was given. 
  

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 10.8
Use of Name; Publicity. No party shall use the name, trademark, trade name or logo of the other party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or
its subject matter, without the prior express written permission of the other party, except as may be required by law or the rules of NASDAQ. The parties agree that a party may disclose this Agreement’s existence and terms, and material
developments or material information generated under this Agreement, in (i) securities filings with the Securities and Exchange Commission (or equivalent foreign agency) to the extent required by law, or (ii) under conditions of
confidentiality/nonuse in connection with investment and similar corporate transactions. Notwithstanding the above, once a public announcement has been made, either party shall be free to disclose to third parties any information contained in said
public announcement. In the event of a required public announcement, the party making such announcement shall provide the other party with a copy of the proposed text before such announcement sufficiently in advance of the scheduled release of such
announcement to afford such other party a reasonable opportunity to review and comment upon the proposed text and the timing of such disclosure. 
 10.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California (without giving effect to any conflicts of law principles that
require the application of the law of a different state). 
 10.10 Entire Agreement; Amendment. The Supply Agreement and
all Exhibits attached hereto contain the entire agreement of the parties relating to the subject matter hereof and thereof and supersede any and all prior or contemporaneous agreements, written or oral, between CyDex (and/or any of its Affiliates)
and Sage (and/or any of its Affiliates) relating to the subject matter hereof and thereof; provided, that any confidentiality/nonuse provisions of any prior agreement are not superseded and will remain in effect in addition to the
confidentiality/nonuse provisions hereof. This Agreement can not be amended except by way of an express writing signed by both parties. 
 10.11 Binding Effect. This Agreement shall be binding upon, and the rights and obligations hereof shall apply to, CyDex and Sage and any successor(s) and permitted assigns. The name of a party
appearing herein shall be deemed to include the names of such party’s successors and permitted assigns to the extent necessary to carry out the intent of this Agreement. 
 10.12 Waiver. The rights of either party under this Agreement may be exercised from time to time, singularly or in combination, and the exercise of one or more such rights shall not be deemed to be
a waiver of any one or more of the others. No waiver of any breach of a term, provision or condition of this Agreement shall be deemed to have been made by either party unless such waiver is addressed in writing and signed by an authorized
representative of that party. The failure of either party to insist upon the strict performance of any of the terms, provisions or conditions of this Agreement, or to exercise any option contained in this Agreement, shall not be construed as a
waiver or relinquishment for the future of any such term, provision, condition or option or the waiver or relinquishment of any other term, provision, condition or option. 
 10.13 Severability. If any provision of this Agreement is determined by a final and binding court or arbitration judgment to be invalid, illegal or unenforceable to any extent, such provision shall
not be not affected or impaired up to the limits of such invalidity, illegality or unenforceability; 

  
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the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way; and the parties agree to negotiate in good faith to replace
such invalid, illegal and unenforceable provision (or portion of provision) with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid,
illegal or unenforceable provision (or portion of provision). This Agreement shall not be invalidated by any future determination that any or all of the Licensed Patents have expired or been invalidated. 

10.14 Assignment. Sage may not assign its rights or delegate its obligations under this Agreement, in whole or in part, by
operation of law or otherwise, to any third party without the prior written consent of CyDex, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Sage may assign its rights and delegate its obligations under this
Agreement to an Affiliate or to a third party successor, whether by way of merger, sale of all or substantially all of its assets, sale of stock or otherwise, without CyDex’s prior written consent. As a condition to any permitted assignment
hereunder, the assignor must guarantee the performance of any assignee to the terms and obligations of this Agreement. Any assignment by Sage not in accordance with this Section 10.14 shall be void. CyDex has the right to assign its
rights or delegate its obligations under this Agreement, in whole or in part, by operation of law or otherwise, to any third party, without any requirement for consent of Sage provided that CyDex also assigns all of its right, title and interest in
all assets, including without limitation, intellectual property rights, pertaining to its Captisol business to the same third party contemporaneous with the assignment of this Agreement. 

10.15 Third Party Beneficiaries. Except for the rights of Indemnified Parties pursuant to Section 7 hereof, and
subject to Section 6.5 hereof, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person, including without limitation Sublicensees. The enforcement of any obligation of CyDex under this Agreement shall only be pursued by Sage or such Indemnified Party, and not Sublicensees.

 10.16 Remedies Cumulative. Subject to the limitations set forth in Article 8 and Section 10.4, any enumeration of
a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in
equity. 
 10.17 Headings. The descriptive headings of this Agreement are for convenience only, and shall be of no force
or effect in construing or interpreting any of the provisions of this Agreement. 
 10.18 Interpretation. The language
used in this Agreement is the language chosen by the parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any party because that party or its attorney drafted the provision. 

10.19 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original document, but both
of which shall constitute one and the same instrument. 
 [Remainder of this page left blank intentionally] 

  
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 IN
WITNESS WHEREOF, the parties have executed this Supply Agreement as of the Effective Date. 
  

			
	CYDEX PHARMACEUTICALS, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  


  

			
	SAGE THERAPEUTICS, INC.
		
	 By:
	 	  

		
	 Name:
	 	  

		
	 Title:
	 	  



  
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EXHIBIT A: PURCHASE PRICES FOR CAPTISOL 
 [***]

  

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 EXHIBIT C

  

					
			
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]

  

															
	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 		 		 		 		 		 		 	
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]

  

															
	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

 28 









															
	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]

  

															
	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]

  

															
	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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 [***] 
  

															
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 		 		 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 		 		 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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 [***] 
  

															
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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
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 [***] 

  

	***	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted
portions. 

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