INDEMNIFICATION AGREEMENTIndemnification Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this th day of , 20 , by and between Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INTRA-CELLULAR THERAPIES, INC. EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENTNon-Competition Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • Maryland
In consideration of my employment or continued employment by INTRA-CELLULAR THERAPIES, INC. (the “Company’’), and the compensation now and hereafter paid to me, I hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is effective this 26 day of February, 2008 (the “Effective Date”) between Allen Fienberg Ph.D. (“Executive”) and Intra-Cellular Therapies, Inc. (the “Company”).
INTRA-CELLULAR THERAPIES, INC. WARRANT TO PURCHASE COMMON STOCKIntra-Cellular Therapies, Inc. • September 5th, 2013 • Blank checks • Delaware
THIS CERTIFIES THAT, for value received, ALZHEIMER DRUG DISCOVERY FOUNDATION, INC. or assigns (the “Holder”) is entitled to subscribe for and purchase at the Exercise Price (defined below) from INTRA-CELLULAR THERAPIES, INC., a Delaware corporation, with its principal office at 3960 Broadway New York, NY 10032 (the “Company”) up to Three Thousand Six Hundred Forty Five (3,645) shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”).
LICENSE AGREEMENT between INTRA-CELLULAR THERAPIES, INC. and BRISTOL-MYERS SQUIBB COMPANYLicense Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of May 31, 2005 (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation headquartered at 345 Park Avenue, New York, New York 10154 (“BMS”), and Intra-Cellular Therapies, Inc., a Delaware corporation having its principal place of business at Audubon Biomedical Science and Technology Park, 3960 Broadway, New York, NY 10032 (“ITI”). BMS and ITI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INTRA-CELLULAR THERAPIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 29, 2013, by and among (i) Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), (ii) each person listed on Schedule A attached hereto (together with any transferees who become parties hereto as “Investors” pursuant to Section 8(f), each individually, an “Investor” and collectively, the “Investors”), (iii) each officer or director of the Company or holder of Outstanding Capital Stock (as defined below) who becomes a party hereto as an “Existing Stockholder” by signing Exhibit A attached hereto, as listed on Schedule B (together with any transferees who become parties hereto as “Existing Stockholders” pursuant to Section 8(f), each individually, an “Existing Stockholder” and collectively, the “Existing Stockholders”), and (iv) Oneida Resources Corp., a Delaware corporation (“ORC”), but only for purposes of assuming all of the Company’s rights, duties and obligations hereunder pursuant to Section
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • New York
Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 29, 2013, by and between Oneida Resources Corp., a Delaware corporation (the “Parent Corporation”), and Intra-Cellular Therapies, Inc. a Delaware corporation (the “Subsidiary Corporation”). The Parent Corporation and the Subsidiary Corporation are collectively referred to as the “Constituent Corporations.”
INTRA-CELLULAR THERAPIES, INC. STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS)Stock Option Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Intra-Cellular Therapies, Inc. (the “Company”) has granted you an option under its 2003 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
REDEMPTION AGREEMENTRedemption Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • New York
This Agreement (the “Agreement”) is made as of August 29, 2013, by and among Oneida Resources Corp., a Delaware corporation (the “Issuer”), and the stockholder of the Issuer listed on Schedule A attached hereto (the “Seller”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (the “Amendment”) is entered into effective November 3, 2010 (the “Amendment Effective”) by and between Intra-Cellular Therapies, Inc. (“ITI”), a Delaware corporation having offices at Audubon Biomedical Science and Technology Park, 3960 Broadway, New York, NY 10032 and Bristol-Myers Squibb Company (“BMS”), a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, NJ 08543-4000.
AMENDMENT OF INTRA-CELLULAR THERAPIES, INC. WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks
This Amendment (the “Amendment”) to the Intra-Cellular Therapies, Inc. Warrant to Purchase Common Stock, is entered into as of August 27, 2013 by and between the ALZHEIMER DRUG DISCOVERY FOUNDATION, INC., a Delaware non-profit corporation (the “Holder”), and Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), and amends that certain Warrant to Purchase Common Stock, dated as of April 19, 2013, by and between the Holder and the Company (the “Warrant”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Warrant.
INDEMNITY AGREEMENTIndemnity Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of August 29, 2013, is entered into by and among Oneida Resources Corp., a Delaware corporation (“ORC”), Intra-Cellular Therapies, Inc., a Delaware corporation (“ITI” and together with ORC, the “Companies”), and Samir N. Masri (the “Indemnitee”).
