Page(s)
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1.	General	1
Section 1.2.	References; Interpretation	16
ARTICLE II
THE ASSETS AND LIABILITIES
Section 2.1.	Purchase and Sale of the Purchased Assets	16
Section 2.2.	Excluded Assets	18
Section 2.3.	Assumption of Liabilities	19
Section 2.4.	Excluded Liabilities	19
Section 2.5.	Transfers not Effected at or Prior to the Closing Date; Transfers Deemed Effective as of the Closing Date	20
Section 2.6.	Further Assurances	22
Section 2.7.	Closing	23
ARTICLE III
THE PURCHASE PRICE
Section 3.1.	Purchase Price	24
Section 3.2.	Withholding Taxes	24
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CYCLERION
Section 4.1.	Incorporation; Authority	25
Section 4.2.	The Purchased Assets	25
Section 4.3.	Compliance with Law	25
Section 4.4.	Consents and Approvals; No Conflicts	26
Section 4.5.	Contracts	26
Section 4.6.	Assigned Intellectual Property	26
Section 4.7.	Licenses, Permits and Authorizations	27
Section 4.8.	Taxes	27
Section 4.9.	Broker Fees	27
Section 4.10.	Representations with Respect to Consideration Shares	27
Section 4.11.	Acknowledgement by Buyers	29
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER PARENT AND BUYER
Section 5.1.	Incorporation; Ownership and Authority	31
Section 5.2.	Capitalization	32
Section 5.3.	No Operations	32
Section 5.4.	Consents and Approvals; No Violations	32

Section 5.5.	Financing	33
Section 5.6.	Broker’s Fees	33
ARTICLE VI
COVENANTS AND AGREEMENTS OF THE PARTIES
Section 6.1.	Operation of the Business	33
Section 6.2.	Corporate Examinations and Investigations	34
Section 6.3.	Know-How Licenses	35
Section 6.4.	Efforts	35
Section 6.5.	Employee Matters	36
Section 6.6.	Use of Retained Names and Marks	37
Section 6.7.	Interim Period Preclinical and Clinical Trial Activities	37
Section 6.8.	Exclusivity	38
Section 6.9.	Matters related to Cyclerion Stockholders Meeting	41
Section 6.10.	Buyer Parent Purchase Agreement	43
Section 6.11.	Taxes	43
Section 6.12.	FDA Letters	44
Section 6.13.	Post-Closing Matters	45
Section 6.14.	Joint Confidentiality Agreements	46
ARTICLE VII
CONDITIONS TO CLOSING
Section 7.1.	Conditions to the Obligations of All Parties	46
Section 7.2.	Conditions to Buyer Parent’s and Buyer’s Obligations at Closing	47
Section 7.3.	Conditions to Cyclerion’s Obligations at Closing	48
ARTICLE VIII
TERMINATION
Section 8.1.	Events of Termination	49
Section 8.2.	Effect of Termination	51
Section 8.3.	Termination Fee	51
ARTICLE IX
INDEMNIFICATION
Section 9.1.	Indemnification by Cyclerion	54
Section 9.2.	Indemnification by Buyers	54
Section 9.3.	Procedures for Indemnification	54
Section 9.4.	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	57
Section 9.5.	Contribution	58
Section 9.6.	Additional Matters; Survival of Indemnities	58
Section 9.7.	Nonsurvival of Representations and Warranties and Pre-Closing Covenants	58
ARTICLE X
ACCESS TO INFORMATION; CONFIDENTIALITY
Section 10.1.	Provision of Information	59

Section 10.2.	Witness Services; Cooperation	61
Section 10.3.	Reimbursement; Other Matters	61
Section 10.4.	Confidentiality	62
Section 10.5.	Ownership of Information	63
ARTICLE XI
DISPUTE RESOLUTION
Section 11.1.	Governing Law	63
Section 11.2.	Proceedings	64
Section 11.3.	Immunity	64
Section 11.4.	Waiver of Jury Trial	64
ARTICLE XII
MISCELLANEOUS
Section 12.1.	Complete Agreement	64
Section 12.2.	Counterparts	65
Section 12.3.	Survival of Agreements	65
Section 12.4.	Fees, Costs and Expenses	65
Section 12.5.	Notices	65
Section 12.6.	Waivers	66
Section 12.7.	Assignment	66
Section 12.8.	Successors and Assigns	66
Section 12.9.	Payment Terms	67
Section 12.10.	Subsidiaries	67
Section 12.11.	Third Party Beneficiaries	67
Section 12.12.	Bulk Sales	67
Section 12.13.	Titles and Headings	67
Section 12.14.	Exhibits and Disclosure Schedules	67
Section 12.15.	Severability	68
Section 12.16.	Public Announcements	68
Section 12.17.	Specific Performance	69
Section 12.18.	No Recourse	69
Section 12.19.	Interpretation	69
Section 12.20.	No Admission of Liability	69

Exhibit A	—	Form of Voting Agreement
Exhibit B	—	Bill of Sale and Assignment and Assumption Agreement
Exhibit C	—	Stockholder Agreements
Exhibit D	—	Domain Name Assignment Agreement
Exhibit E	—	Employee Expenses Allocation Schedule
Exhibit F		Patent Assignment Agreement
Exhibit G	—	Cyclerion Stockholder Letter
Exhibit H	—	Buyer Parent Purchase Agreement
Exhibit I-1	—	Cyclerion IND 147088 FDA Letter
Exhibit I-2	—	Cyclerion IND 138999 FDA Letter
Exhibit I-3	—	Cyclerion IND 155952 FDA Letter
Exhibit J	—	Cyclerion Orphan Designation Letter
Exhibit K	—	Transition Services Agreement
Exhibit L-1	—	Buyer IND 147088 FDA Letter
Exhibit L-2	—	Buyer IND 138999 FDA Letter
Exhibit L-3	—	Buyer IND 155952 FDA Letter
Exhibit M	—	Buyer Orphan Designation Letter

(1)

“Acquisition Agreement” shall have the meaning set forth in Section 6.8(e).

(2)

“Acquisition Proposal” means, other than the transactions contemplated hereby, any inquiry, proposal, indication of interest or offer (whether written or oral) with respect to any direct or indirect: (i) purchase or sale, in a single transaction or a series of related transactions, of Cyclerion’s Common Stock representing more than twenty-five percent (25%) of the voting power in Cyclerion, other than pursuant to that certain Stock Purchase Agreement, dated March 31, 2023, by and between Cyclerion and Mr. Peter M. Hecht; (ii) merger, consolidation, other business combination, reorganization, recapitalization, share exchange, dissolution, liquidation or similar transaction involving Cyclerion or its Subsidiary; (iii) purchase or sale of assets, businesses, securities or ownership interests (including the securities of Cyclerion’s Subsidiary) representing more than twenty-five percent (25%) of the net assets of Cyclerion, taken as a whole, or of Cyclerion and its Subsidiary, taken as a whole, other than pursuant to this Agreement; (iv) spin-off, sale or license of any assets of Cyclerion or its Subsidiary related to either of the Purchased Programs, whether specific to those assets or as part of a sale of a larger set of assets, which spin-off, sale or license would reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated hereby; or (v) any tender offer or exchange offer in which any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) offers to acquire beneficial ownership, or the right to acquire beneficial ownership, of twenty-five percent (25%) or more of the outstanding shares of Common Stock.

(3)

“Action” means any demand, action, audit, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

(4)

“Affiliate” means, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time.  For the purposes of this definition, “control”, when used with respect to any specified Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise.  It is expressly agreed that no Party or member of its Group shall be deemed to be an Affiliate of the other Party or a member of such other Party’s Group solely by reason of having common stockholders or one or more directors or officers in common.

(5)

“Agreement” shall have the meaning set forth in the Preamble.

(6)

“Ancillary Agreements” means the Stockholders Agreements, the Buyer Parent Purchase Agreement, the Cyclerion Stockholder Letter, each Voting Agreement, the FDA Letters, the Orphan Designation Letters, the Transition Services Agreement, all Conveyancing and Assumption Instruments, the Novation and Waiver Agreement and any and all other agreements entered into by the Parties or members of their respective Groups (but as to which no Third Party is a party) in connection with this Agreement or the other transactions contemplated by this Agreement.

(7)

“Assets” means all rights, title and ownership interests in and to all rights, properties, claims, Contracts, businesses, or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person.

(8)

“Assume,” “Assumed” and “Assumption” shall have the respective meanings set forth in Section 2.3.

(9)

“Assumed Contracts” shall have the meaning set forth in Section 2.1(b).

(10)

“Assumed Liabilities” means: (i) the Employee Expenses; (ii) the R&D Expenses; (iii) Liabilities under the Assumed Contracts to the extent relating to the period after the Closing Date; (iv) any and all Liabilities relating to the PTC Grant, whether incurred prior to or after the Closing; (v) 50% of any Transfer Taxes (in accordance with Section 6.11(b)); and (vi) any Liabilities relating to the Purchased Assets, Assumed Liabilities or the Purchased Programs to the extent relating to the period after the Closing Date.

(11)

“Assumed Names and Marks” shall have the meaning set forth in Section 6.6.

(12)

“Backup Compound” means any CNS-penetrant sGC Stimulator that has been declared a development candidate by Cyclerion.

(13)

“Bill of Sale and Assignment and Assumption Agreement” means that certain Bill of Sale and Assignment and Assumption Agreement by and between Cyclerion and Buyer in substantially the form attached hereto as Exhibit B.

(14)

“Board” means the Board of Directors of Cyclerion.

(15)

“Board Recommendation” means the Board’s recommendation that the Cyclerion stockholders authorize and approve this Agreement and the transactions contemplated hereby, including the consideration to be received by Cyclerion.

(16)

“Business Day” means any day other than Saturday or Sunday and any other day on which commercial banking institutions located in the Commonwealth of Massachusetts are required, or authorized by Law, to remain closed.

(17)

“Buyer” shall have the meaning set forth in the Preamble.

(18)

“Buyers” shall have the meaning set forth in the Preamble.

(19)

“Buyer Claim” shall have the meaning set forth in Section 9.1.

(20)

“Buyer Expense Reimbursement” shall have the meaning set forth in Section 8.3(a)(i).

(21)

“Buyer FDA Letters” shall have the meaning set forth in Section 7.3(a)(iv).

(22)

“Buyer Group” means Buyer Parent and each Subsidiary of Buyer Parent.

(23)

“Buyer Hydroxy-Compound Notice” shall have the meaning set forth in Section 6.13(c).

(24)

“Buyer Indemnitees” means the members of the Buyer Group and their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, administrators, successors and assigns of any of the foregoing.

(25)

“Buyer Orphan Designation Letter” shall have the meaning set forth in Section 7.3(a)(iv).

(26)

“Buyer Parent Purchase Agreement” means the Series A Preferred Stock Purchase Agreement, dated on or about the date hereof, by and among Buyer Parent and the investors set forth on the signature pages thereto.

(27)

“Buyer Parties” shall have the meaning set forth in Section 8.3(a)(ii).

(28)

“Change of Control” means (i) a purchase or sale, in a single transaction or a series of related transactions, of Cyclerion’s Common Stock representing more than fifty percent (50%) of the voting power in Cyclerion by a Third Party; (ii) a merger, consolidation, other business combination, share exchange, or similar transaction involving Cyclerion or its Subsidiary in which more than fifty percent (50%) of the voting power in Cyclerion is acquired by a Third Party; or (iii) the purchase or sale of assets, businesses, securities or ownership interests (including the securities of Cyclerion’s Subsidiary) representing more than fifty percent (50%) of the net assets of Cyclerion, taken as a whole, or of Cyclerion and its Subsidiary, taken as a whole, other than pursuant to this Agreement, by a Third Party.

(29)

“Claiming Party” shall have the meaning set forth in Section 9.3(b).

(30)

“Closing” shall have the meaning set forth in Section 2.5.

(31)

“Closing Date” shall have the meaning set forth in Section 2.5.

(32)

“Closing Payment” means $8,000,000 plus the amount of any Employee Expenses or R&D Expenses that Buyers are obligated to reimburse Cyclerion for pursuant to this Agreement to the extent such amounts remain unpaid as of the Closing Date.

(33)

“CNS-penetrant sGC Stimulator” means an sGC stimulator with cerebral spinal fluid brain to free plasma ratio of > 0.5 when dosed 1mg/kg at steady state in rat. For clarity, the definition of CNS-penetrant sGC Stimulator specifically excludes the following compounds: praliciguat, olinciguat, and the preclinical candidate MM-500822.

(34)

“Code” means the United States Internal Revenue Code of 1986, as amended.

(35)

“Common Stock” shall have the meaning set forth in Section 3.1.

(36)

“Confidential Information” means, with respect to a Party, all confidential or proprietary information to the extent concerning: (i) such Party or any of its Subsidiaries and (ii) the Purchased Assets, Assumed Liabilities, any Excluded Assets or any Excluded Liabilities, in each case (clauses (i)-(ii)) including any such information furnished pursuant to Article X or otherwise pursuant to this Agreement or any Ancillary Agreement; provided, however, that “Confidential Information” shall not include any information that is (A) in the public domain or known to the public through no fault of the receiving Party or any of its Subsidiaries, (B) lawfully acquired after the Closing Date by the receiving Party or any of its Subsidiaries from Third Parties not known to be subject to confidentiality obligations with respect to such information or (C) independently developed by the receiving Party or any of its Subsidiaries after the Closing Date without reference to any Confidential Information of the disclosing Party or any of its Subsidiaries.  Notwithstanding anything to the contrary in this Agreement, subject to the foregoing proviso, from and after the Closing, all information included in the Purchased Assets and owned or Controlled by Buyer as of the Closing will be the Confidential Information of Buyer, and Buyer will be considered the disclosing Party and Cyclerion the receiving Party with respect thereto.  Furthermore, for the avoidance of doubt, subject to the foregoing proviso, any information that Buyer receives from any Third Party pursuant to a Contract that is retained by Cyclerion regarding Buyer’s technology, products, business or objectives shall be deemed to be Confidential Information of Cyclerion.  Likewise, from and after the Closing, for the avoidance of doubt, subject to the foregoing proviso, any information that Cyclerion received from any Third Party pursuant to an Assumed Contract regarding Cyclerion’s technology, products, business or objectives shall be deemed to be Confidential Information of Buyer.

(37)

“Consents” means any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any Third Parties, including any Governmental Entity.

(38)

“Consideration Shares” shall have the meaning set forth in Section 3.1.

(39)

“Contract” means any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(40)

“Control” means, with respect to any Intellectual Property, the possession by a Party or its Affiliates (whether by ownership or license, other than a license granted pursuant to this Agreement) of, (i) with respect to any tangible Know-How, the legal authority or right to possession of such tangible Know-How, with the right to provide such tangible Know-How to the other Party on the terms set forth herein, or (ii) with respect to Patents and intangible Know-How, or other Intellectual Property, the legal authority or right to grant a license, sublicense, access, or right to use (as applicable) to the other Party under such Patents, intangible Know-How, or other Intellectual Property on the terms set forth herein, in each case ((i) and (ii)), without breaching or otherwise violating the terms of any Contract with a Third Party in existence as of the Closing Date.

(41)

“Conveyancing and Assumption Instruments” means, collectively, the various Contracts by and between or among Cyclerion, on the one hand, and any member(s) of the Buyer Group, on the other hand, including the Bill of Sale, Assignment and Assumption Agreement, Domain Name Assignment Agreement, Patent Assignment Agreement, and other documents entered into prior to the Closing Date and to be entered into, in each case to effect the transfer of Assets and the Assumption of Liabilities in the manner contemplated by the Transaction Agreements, in such form or forms as the applicable parties thereto agree.

(42)

“Copyrights” shall have the meaning set forth in Section 1.1(80).

(43)

“Cyclerion” shall have the meaning set forth in the Preamble.

(44)

“Cyclerion Adverse Recommendation Change” shall have the meaning set forth in Section 6.8(e).

(45)

“Cyclerion Claim” shall have the meaning set forth in Section 9.2.

(46)

“Cyclerion Common Stock” means the common stock of Cyclerion, no par value.

(47)

“Cyclerion Competing Product” shall have the meaning set forth in Section 6.13(a).

(48)

“Cyclerion FDA Letters” shall have the meaning set forth in Section 7.2(a)(iii).

(49)

“Cyclerion Hydroxy-Compound Notice” shall have the meaning set forth in Section 6.13(c).

(50)

“Cyclerion Indemnitees” means Cyclerion, its Subsidiary, and their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, each of the heirs, executors, administrators, successors and assigns of any of the foregoing.

(51)

“Cyclerion Orphan Designation Letter” shall have the meaning set forth in Section 7.2(a)(iii).

(52)

“Cyclerion Parties” shall have the meaning set forth in Section 8.3(a)(ii).

(53)

“Cyclerion Stockholder Letter” means the letter agreement by and between Cyclerion and Buyer Parent in the form attached hereto as Exhibit G.

(54)

“Direct Claim” shall have the meaning set forth in Section 9.3(a)(ii).

(55)

“Disclosure Schedules” means the final disclosure schedules to this Agreement that are being executed and delivered by Buyer, Buyer Parent and Cyclerion, as applicable, in connection with the execution and delivery of this Agreement.

(56)

“Domain Name Assignment Agreement” means that certain Domain Name Assignment Agreement by and between Cyclerion and Buyer in substantially the form attached hereto as Exhibit D.

(57)

“Employee Expenses” means any and all direct and indirect costs and expenses relating to the employment of the Employees, including, salary or other base pay and the employer portion of payroll taxes in connection with the foregoing, costs incurred in connection with providing and administering retirement benefits and health and welfare benefits, and overhead expenses (including without limitation IT, HR and payroll expenses) that are allocated to such Employees pursuant to an Allocation Schedule as set forth in Exhibit E, in each case that are incurred from and after the date of this Agreement through and including the applicable Employee Expenses End Date; provided, however, that Employee Expenses shall exclude (i) any severance or termination costs attributable to any Employees or any other employees or other service providers of Cyclerion who do not become Transferred Employees regardless of when such severance or termination costs are incurred, (ii) any direct or indirect costs or expenses incurred or accrued with respect to any Employees with respect to any time period prior to the date of this Agreement and (iii) with respect to the period after the Closing Date through and including the applicable Employee Expenses End Date, any amounts paid from any of Cyclerion’s third party disability insurance providers to any Inactive Employees.

(58)

“Employee Expenses End Date” shall have the meaning set forth in Section 6.5(a).

(59)

“Employees” means the individuals listed on Section 1.1(59) of the Disclosure Schedules.

(60)

“Encumbrance” means any charge, claim, condition, equitable interest, lien, encumbrance, option, pledge, security interest, hypothecation, mortgage, right of first refusal, or any restriction on use, voting, transfer, receipt of income, right of set-off, title retention, or exercise of any other attribute of ownership.

(61)

“Equity Financing” means the purchase and sale of the First Tranche Shares (as defined in the Buyer Parent Purchase Agreement) and the consummation of the Second Tranche, each pursuant to the terms of the Buyer Parent Purchase Agreement.

(62)

“Exchange Act” means the Securities Exchange Act of 1934.

(63)

“Excluded Assets” shall have the meaning set forth in Section 2.2.

(64)

“Excluded Contracts” shall have the meaning set forth in Section 2.2(f).

(65)

“Excluded Liabilities” shall have the meaning set forth in Section 2.4.

(66)

“Excluded Programs” means any and all current or future programs operated by Cyclerion, other than the Purchased Programs, including Cyclerion’s Onlinciguat program, Cyclerion’s Praliciguat program, and Cyclerion’s preclinical programs.

(67)

“FDA” means the United States Food and Drug Administration.

(68)

“FDA Letters” means the Buyer FDA Letters and the Cyclerion FDA Letters.

(69)

“Fully-Diluted Basis” shall mean, as of a specified date, the number of shares of common stock of Buyer Parent then-outstanding plus the number of shares of common stock of Buyer Parent issuable upon exercise or conversion of then-outstanding shares of preferred stock of Buyer Parent.

(70)

“Governmental Entity” means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

(71)

“Group” means (i) with respect to Buyer, the Buyer Group and (ii) with respect to Cyclerion, Cyclerion and its Subsidiary, as the context requires.

(72)

“Hydroxy-Compounds” shall have the meaning set forth in Section 6.13(c).

(73)

“Inactive Employee” shall have the meaning set forth in Section 6.5(a).

(74)

“IND” means an Investigational New Drug application required pursuant to 21 C.F.R. Part 312 or any comparable filings outside of the United States required to commence human clinical trials in such country or region, and all supplements or amendments that may be filed with respect to the foregoing.

(75)

“Indemnifiable Losses” means any and all Liabilities, including damages, losses, obligations, penalties, judgments, settlements, claims, payments, fines and other costs and expenses (but excluding consequential, punitive, incidental and similar damages except to the extent paid to a third party) of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable fees and expenses of attorneys, accountants, consultants and other professionals incurred in the investigation or defense thereof or the enforcement of rights hereunder.

(76)

“Indemnifying Party” means, with respect to any Direct Claim or Third Party Claim, the Party which is or may be required pursuant to Article IX to provide indemnification pursuant to such claim.

(77)

“Indemnitee” means, with respect to any Direct Claim or Third Party Claim, the Buyer Indemnitee or Cyclerion Indemnitee, as the case may be, that may be entitled to indemnification hereunder with respect to such claim.

(78)

“Indemnity Payment” shall have the meaning set forth in Section 9.4(a).

(79)

“Insurance Proceeds” means those monies (i) received by an insured from a Third Party insurance carrier or (ii) paid by a Third Party insurance carrier on behalf of an insured, in either case net of any applicable deductible or retention.

(80)

“Intellectual Property” means all intellectual property, whether registered or unregistered and whether granted, pending or expired, of every kind and description throughout the world, including all U.S. and non-U.S.: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto and utility models, including any provisionals, divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (including supplementary protection certificates) (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How (collectively, “Copyrights”); (iv) rights in software and computer systems; (v) all applications and registrations for the foregoing; (vi) trade secrets, and all other confidential or proprietary information, know-how, clinical data, non-clinical data, pre-clinical data, in vitro data, inventions, ideas, processes, formulae and methodologies, excluding Patents (collectively, “Know-How”); and (vii) all rights and remedies against past, present, and future infringement, misappropriation, or other violation thereof.

(81)

“Intervening Event” means any event, fact, circumstance, development or occurrence that affects the business, assets or operations of Cyclerion or its Subsidiary in any material respect that is unknown to, and not reasonably foreseeable by, the Board as of the date of this Agreement and becomes known to the Board prior to obtaining the Stockholder Approval, except that in no event shall an Acquisition Proposal or any event, fact, circumstance, development or occurrence relating to the receipt, existence or terms of an Acquisition Proposal constitute an Intervening Event.

(82)

“Joint Confidentiality Agreement” means any confidentiality agreement between Cyclerion and a prospective purchaser, in each case that relates both to (i) all or any portion of the Purchased Assets and (ii) all or any portion of the Excluded Assets.

(83)

“Know-How” shall have the meaning set forth in Section 1.1(80).

(84)

“Knowledge of Cyclerion” means the actual knowledge of Cheryl Gault and Anjeza Gjino, in each case, following due inquiry.

(85)

“Law” means any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

(86)

“Liabilities” means any and all indebtedness, liabilities, costs, expenses, Taxes, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, Action, or in connection with any dispute, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

(87)

“Material Adverse Effect” means, with respect to Cyclerion, any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, (x) is materially adverse to the assets, liabilities, business, results of operations or the financial condition of such Person or (y) would materially and adversely affect the ability of Cyclerion to perform its obligations under this Agreement and the other Transaction Agreements; provided, however, that none of the following or the results thereof, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect” or be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there would be a “Material Adverse Effect”: (i) any failure by Cyclerion to meet any internal or published projections, forecasts, budgets or estimates relating to any period, including with respect to revenue, earnings, cash flow or cash position (it being understood that the underlying causes of such failure may, if they are not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred), (ii) any adverse change, effect, event, occurrence, state of facts or development attributable to the announcement, pendency or consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements (including any cancellations of or delays in customer orders, any reduction in sales, any termination or disruption in supplier, distributor, partner or similar relationships, or any loss of employees), (iii) any adverse change, effect, event, occurrence, state of facts or development attributable to conditions affecting (A) the industries in which Cyclerion participates (including industries from which Cyclerion obtains or purchases supplies for use in their products or services) or (B) national, regional, local, international or global economies (including, in each case, legal and regulatory changes), (iv) any adverse change, effect, event, occurrence, state of facts or development resulting from or relating to compliance with the terms of, or the taking of any action pursuant to, in accordance with, or required, by or the inability to take any action prohibited by, this Agreement or any of the other Transaction Agreements, (v) any adverse change, effect, event, occurrence, state of facts or development arising from or relating to any change in accounting requirements or principles or any actual, threatened or proposed change in applicable Laws, rules or regulations or the interpretation or enforcement of any of the foregoing, (vi) political conditions or events or conditions, including the results of primary or general elections, (vii) any adverse change, effect, event, occurrence, state of facts or development arising in connection with natural disasters or acts of nature (including any earthquakes, floods, hurricanes, tropical storms or fires), any national, international or regional calamity, hostilities, civil unrest, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, civil unrest, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof, (viii) the effect of any action taken by Buyer Parent or any of its Subsidiaries with respect to the transactions contemplated hereby, (ix) the effect of the coronavirus (COVID-19) pandemic (or any mutation or variation of the SARS-CoV-2 virus), taking into account any “shelter-in-place” or similar order, directive, or recommendation issued by a Governmental Entity or Cyclerion with respect thereto, (x) any labor strike, stoppage, slowdown, lockout, labor dispute, or the loss, absence, illness, disability, death, quarantine, diminished productivity or work schedule, termination, layoff or furlough of employees, independent contractors or service providers of Cyclerion or its Subsidiary (including in connection with the coronavirus (COVID-19) pandemic (or any mutation or variation of the SARS-CoV-2 virus), taking into account any “shelter-in-place” or similar Order, directive, or recommendation issued by a Governmental Entity), (xi) actions or omissions of Cyclerion that are consented to, following disclosure of all relevant facts and circumstances, or requested by Buyer Parent or any of its Subsidiaries pursuant to the terms of this Agreement, (xii) any adverse change, effect, event, occurrence, state of facts or development to the extent attributable to changes in any financial, debt, credit, capital or banking markets or conditions (including any disruption thereof), or changes in interest, currency or exchange rates or the price of any commodity, security or market index, (xiii) any acts of terrorism, sabotage or war (including the military conflict between Russia and Ukraine and any military conflicts arising therefrom or related thereto), the outbreak or escalation of hostilities, weather conditions, change in geopolitical, political or social conditions, cyberattacks, disruptions in supply chains or other force majeure events, in each case, including any worsening thereof, or (xiv) any items set forth in the Disclosure Schedules hereto); provided that the exceptions in clauses (iii), (v), (vi) and (vii), (xii) (xiii) above shall apply only to the extent such change, effect, event, occurrence, state of facts or development referred to in such exception does not have a materially disproportionate impact on Cyclerion relative to other Persons operating in the industries in which Cyclerion operates.

(88)

“Negotiation Period” shall have the meaning set forth in Section 6.13(c).

(89)

“Non-Separable Information” shall have the meaning set forth in Section 2.5(f).

(90)

“Novation and Waiver Agreement” means that certain Novation and Waiver Agreement, dated May 2, 2023 among Cyclerion, Buyer and the Alzheimer’s Association.

(91)

“Orphan Designation Letters” means the Buyer Orphan Designation Letter and the Cyclerion Orphan Designation Letter.

(92)

“Patents” shall have the meaning set forth in Section 1.1(80).

(93)

“Patent Assignment Agreement” means that certain Patent Assignment Agreement by and between Cyclerion and Buyer in substantially the form attached hereto as Exhibit F.

(94)

“Permits” shall mean all licenses, permits, franchises, approvals, registrations, authorizations, consents or orders of, or filings with, or issued by any Governmental Entity.

(95)

“Permitted Encumbrance” means (i) Encumbrances for Taxes, assessments or other governmental charges or levies which are not yet due and payable (and for which adequate reserves have been made on Cyclerion’s books and records in accordance with GAAP), (ii) statutory or common law Encumbrances to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented, (iii) mechanics’, carriers’, workers’, repairers’ and other similar Encumbrances arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of Cyclerion or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other Encumbrances securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (iv) Encumbrances on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising therefrom or which, individually or in the aggregate, do not or would not materially impair the use or occupancy of the real property or materially detract from the value of Cyclerion, (v) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and other similar matters of record set forth in any state, local or municipal recording or like office which, individually or in the aggregate, do not materially interfere with the present use or materially detract from the value of the properties or assets of Cyclerion, (vi) minor encroachments, including to foundations and retaining walls, variations, if any, between tax lot lines and property lines, and deviations, if any, of fences or shrubs from designated property lines, all of which are insurable or which would be shown by a current accurate survey that do not impair in any material respect the continue use and operation of the real property as is currently used and operated, (vii) any Encumbrances reflected or identified in the most recent financial statements of Cyclerion, and (viii) nonexclusive licenses of Intellectual Property entered into in the ordinary course of business (A) granted to service providers (such as contract research organizations, contract manufacturers, and consultants) for the purpose of enabling them to perform services to Cyclerion (B) granted under material transfer agreements, confidentiality agreements, or evaluation agreements to enable a Third Party to evaluate Cyclerion’s Intellectual Property solely for the purposes of allowing the Third Party to determine whether to pursue a potential transaction, in each case ((A) and (B)), entered into in the ordinary course of business.

(96)

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Entity.

(97)

“Pre-Closing Period” shall have the meaning set forth in Section 6.1.

(98)

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

(99)

“Preclinical and Clinical Trial Activities” shall have the meaning set forth in Section 6.7(a).

(100)

“Program Indication” means any neuropsychiatric, neurodegenerative and primary mitochondrial genetic disease or disorder, as well as stroke and stroke recovery.

(101)

“Proxy Statement” shall have the meaning set forth in Section 6.9(a).

(102)

“PTC Grant” means the Part the Cloud Grant dated August 15, 2021 between Cyclerion and the Alzheimer’s Association, as modified by the Novation and Waiver Agreement.

(103)

“Purchased Assets” means all of the properties, rights, interests and other tangible and intangible assets of Cyclerion primarily related to the Purchased Programs, as more fully described in Section 2.1, but excluding any of the Excluded Assets.

(104)

“Purchased Intellectual Property” shall have the meaning set forth in Section 2.1(a).

(105)

“Purchase Price” means the Closing Payment plus the Consideration Shares.

(106)

“Purchased Programs” means Cyclerion’s zagociguat program (also known as the CY6463 program) and Cyclerion’s CY3018 program.

(107)

“R&D Expenses” shall have the meaning set forth in Section 6.7(b).

(108)

“Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

(109)

“Retained Names and Marks” shall have the meaning set forth in Section 6.6.

(110)

“Reverse Termination Fee” shall have the meaning set forth in Section 8.3(b)(i).

(111)

“Right of First Negotiation” means the right, but not an obligation, of Buyer to negotiate, before any other Person, a license of the applicable Hydroxy-Compound from Cyclerion.

(112)

“Second Tranche” means the purchase and sale of the Second Tranche Shares (as defined in the Buyer Parent Purchase Agreement) pursuant to the terms of the Buyer Parent Purchase Agreement.

(113)

“Securities Act” means the Securities Act of 1933.

(114)

“Specified Employees” shall have the meaning set forth in Section 6.5(a).

(115)

“Stockholder Agreements” means the Voting Rights Agreement, Investor Rights Agreement and Right of First Refusal and Co-Sale Agreement of Buyer Parent, in each case in substantially the form set forth on Exhibit C as well as the Cyclerion Stockholder Letter.

(116)

“Stockholder Approval” shall have the meaning set forth in Section 6.9(a).

(117)

“Stockholders Meeting” shall have the meaning set forth in Section 6.9(a).

(118)

“Straddle Period” means any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.

(119)

“Subsidiary” means with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such Person.

(120)

“Superior Proposal” means a bona fide written Acquisition Proposal (with all references to “twenty-five percent (25%)” in the definition thereof deemed to be “fifty percent (50%)” for the purposes of this definition) made after the date hereof by any Person that (a) is not received as a result of a material breach of Section 6.8 by Cyclerion and (b) is on terms that the Board determines in good faith, after consultation with Cyclerion’s outside legal counsel and financial advisor, taking into account all legal, financial, regulatory and other aspects of the proposal the Board determines is appropriate (including any termination or break-up fees, the conditionality, the likelihood and timing of required governmental approvals, time likely to be required to consummate such Acquisition Proposal, ability of the Person making the proposal to finance and pay the contemplated consideration and the likelihood of success of such Acquisition Proposal), such Acquisition Proposal is more favorable to Cyclerion’s stockholders from a financial perspective than the transactions contemplated hereby (including any adjustment to the terms and conditions proposed by Buyer in response to such Acquisition Proposal).

(121)

“Tax” means any United States federal, state or local, or non-United States, net income, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, value-added, transfer, stamp,  or environmental tax, or any other tax of any kind or any charge in the nature of (or similar to) taxes, together with any interest or penalty or addition to tax imposed by any Governmental Entity, in each case whether disputed or not.

(122)

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof or any related or supporting information of any of the foregoing.

(123)

“Termination Date” shall have the meaning set forth in Section 8.1(a)(ii).

(124)

“Termination Fee” shall have the meaning set forth in Section 8.3(a)(i).

(125)

“Third Party” means any Person other than the Parties or any of their respective Subsidiaries.

(126)

“Third Party Claim” shall have the meaning set forth in Section 9.3(b).

(127)

“Third Party Proceeds” shall have the meaning set forth in Section 9.4(a).

(128)

“Trademarks” shall have the meaning set forth in Section 1.1(80).

(129)

“Transaction Agreements” means any of this Agreement and the Ancillary Agreements.

(130)

“Transfer Taxes” means any sales, use, transfer, value-added, real property transfer or gains, documentary, recordation, filing, conveyance, stamp or similar Taxes incurred in connection with the consummation of the transactions contemplated by this Agreement (together with any interest thereon, penalties, fines, fees, additions to tax or additional amounts with respect thereto), excluding, for the avoidance of doubt, any income Taxes.

(131)

“Transferred Employees” shall have the meaning set forth in Section 6.5(a).

(132)

“Transferred Records” shall have the meaning set forth in Section 2.1(f).

(133)

“Transition Period” shall have the meaning set forth in Section 2.5(c)(ii).

(134)

“Transition Services Agreement” shall have the meaning set forth in Section 7.2(a)(v).

(135)

“Voting Agreement” shall have the meaning set forth in the Recitals

	JW CELTICS INVESTMENT CORP.
	By:	/s/ Jason Wood
		Name:	Jason Wood
		Title:	Director
	JW CYCLE, INC.
	By:	/s/ Jason Wood
		Name:	Jason Wood
		Title:	Director

	CYCLERION THERAPEUTICS, INC.
	By:	/s/ Cheryl Gault
		Name:	Cheryl Gault
		Title:	Chief Operating Officer

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