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S-1
VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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Right of First Refusal and Co-sale Agreement

        We are party to a right of first refusal and co-sale agreement with certain holders of our convertible preferred stock and our founders, 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. Pursuant to this agreement, the holders of convertible preferred stock have a right of first refusal and co-sale in respect of certain sales of securities by our founders. Upon the closing of this offering, the right of first refusal and co-sale agreement will terminate.

Employment Agreements

        We have entered into offer letters with certain of our executive officers. For more information regarding these agreements, see the section of this prospectus entitled "Executive Compensation."

Equity Awards to Executive Officers and Directors

        We have granted stock options and awarded RSUs to our executive officers and certain of our directors as more fully described in the section entitled "Management—Director Compensation" and "Executive Compensation."

Gunderson Dettmer Engagement

        Since December 31, 2001, we retained the services of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, a law firm of which Robert V. Gunderson, Jr., one of our directors, is a founding partner. Payments by us to Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP were approximately $267,000 and $26,000 for the years ended December 31, 2013 and 2012, respectively. We expect to continue to retain the services of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP in the future.

Related Party Transaction Policy

        We have adopted a formal policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party's interest in the transaction. All of the transactions described above were entered into prior to the adoption of such policy.

        Although we have not had a written policy for the review and approval of transactions with related persons prior to July 2014, our board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including all of the transactions described above. Prior to approving such a transaction, the material facts as to a director's or officer's relationship or interest as to the agreement or transaction were disclosed to our board of directors. Our board of directors would take this information into account when evaluating the transaction and in determining whether such a transaction was fair to the company and in the best interests of all of our stockholders. In addition, for each related party transaction described above, the disinterested directors in the context of each such transaction approved the applicable agreement and transaction.

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