Print Page  Close Window

SEC Filings

S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
Entire Document
 

Table of Contents


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In addition to the cash and equity compensation arrangements of our directors and named executive officers discussed above under "Management—Director Compensation" and "Executive Compensation," the following is a description of transactions since January 1, 2011, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with or immediate family members of any of the foregoing, had or will have a direct or indirect material interest.

Collaboration Agreements with Boehringer Ingelheim GmbH

        We have two research collaboration and license agreements with Boehringer Ingelheim GmbH, or BI, a beneficial holder of more than 5% of our capital stock. These collaborations have provided us with approximately $122 million in non-equity funding through June 30, 2014. The non-equity funding includes payments for research funding. We have no ongoing performance obligations and do not expect to receive any future research funding resulting from these collaborations. In connection with entering into each of these collaborations, we sold 12,500,000 shares of our Series D preferred stock to BI, for a total of 25,000,000 shares, at a price per share of $1.20. Such series of preferred stock will automatically convert into 25,000,000 shares of our common stock in connection with the closing of this offering. We also sold shares of our preferred stock to BI in connection with entering into these collaborations for total equity funding of $30 million. We are eligible to receive up to an additional $1 billion of payments related to achieving development, regulatory and commercial milestones. See "Business—Collaborations."

Indemnification Agreements

        Prior to the consummation of this offering, we expect to enter into separate indemnification agreements with our directors and executive officers. These agreements, among other things, will provide for indemnification of our directors and executive officers for certain expenses, judgments, fines and settlement amounts, among others, incurred by this person in any action or proceeding arising out of this person's services as a director or executive officer in any capacity with respect to any employee benefit plan or as a director, partner, trustee or agent of another entity at our request. We believe that these our indemnification agreements, along with the provisions of our amended and restated certificate of incorporation and amended and restated bylaws will be necessary to attract and retain qualified persons as directors and executive officers.

Amended and Restated Investors' Rights Agreement

        We are a party to an investors' rights agreement with certain holders of our convertible preferred stock, including BI, Allergan, Inc. and entities affiliated with Prospect Venture Partners, New Enterprise Associates, Venrock Associates and Atlas Ventures. Bryan Roberts, Ph.D., one of our directors, is a general partner of Venrock Associates, and Peter Barrett, Ph.D., one of our directors, is a partner of Atlas Ventures. See "Principal Stockholders" for additional information regarding the shares held by these entities. We have granted registration rights to stockholders who are a party to the investors' rights agreement. See "Description of Capital Stock—Registration Rights." Pursuant to the investors' rights agreement, certain holders of our capital stock, including BI, Allergan, Inc. and entities affiliated with Prospect Venture Partners, New Enterprise Associates, Venrock Associates and Atlas Ventures, have agreed to vote in a certain way on certain matters, including with respect to the election of directors. Upon the closing of this offering, these voting provisions of this agreement will terminate and none of our stockholders will have any special rights regarding the election or designation of members of our board of directors.

141