BUSINESS SERVICES, PERSONNEL AND
INFORMATION MANAGEMENT AGREEMENT
This Business Services, Personnel and Information Management Agreement (Agreement) is entered into to be effective as of the Effective Date (as defined below) by and between Karuna Pharmaceuticals, Inc., a Delaware Corporation (the Operating Company), PureTech Management, Inc., a Delaware corporation (the PTM), PureTech Health LLC, a Delaware limited liability company (fka PureTech Ventures, LLC) (PureTech) and PureTech Health pic, a UK public limited company (PTH pic).
WHEREAS, the parties hereto are parties to that certain Business Services and Personnel Agreement dated on or about July 24, 2009 (the Effective Date) (the Original Agreement);
WHEREAS, PureTech is in the business of creating companies and providing, among other things, management expertise, strategic advice, accounting and administrative support, computer and telecommunications services and office infrastructure to certain of its operating companies;
WHEREAS, PTM is in the business of providing personnel services to PureTech and certain of PureTechs operating companies;
WHEREAS, the Operating Company desires to (i) engage PureTech to provide (or continue to provide), among other things, management expertise, strategic advice, accounting and administrative support, computer and telecommunications services and office infrastructure (collectively, the Business Services) and (ii) engage PTM to provide personnel services (the Personnel Services);
WHEREAS, from time to time, PureTech and PTH pic may share certain information with the Operating Company, and the Operating Company may wish to, or may be required to, make certain information public, and the parties have agreed to enter into this Agreement to, among other things, set out the means by which the sharing of such information is to be controlled and (where relevant) restricted by the Operating Company and/or PTH pic.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the sufficiency of which consideration is acknowledged to be sufficient, the parties agree that the Original Agreement is hereby amended, restated and superseded in its entirety as set forth below.
Section 1. Term.
This Agreement shall commence as of the Effective Date and shall continue in full force and effect until terminated by either party giving at least thirty (30) calendar days written notice to the other except in respect of Sections 5, 6, 7 and 8 which shall survive any termination of this Agreement.