INTRA-CELLULAR THERAPIES, INC. 7,876,713 Shares of Common Stock (Including 1,027,397 Option Shares) Underwriting AgreementUnderwriting Agreement • April 18th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 6,849,316 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,027,397 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INTRA-CELLULAR THERAPIES, INC. SALES AGREEMENTSales Agreement • August 30th, 2019 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
INTRA-CELLULAR THERAPIES, INC. AT-THE-MARKET OFFERING PROGRAM SALES AGREEMENTSales Agreement • May 28th, 2015 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
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. [AMENDED AND RESTATED] EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENTEmployee Proprietary Information, Inventions, and Non-Competition Agreement • October 30th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
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 • August 7th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of the 12th day of August, 2024 (the “Effective Date”) between Sanjeev Narula (“Executive”) and Intra-Cellular Therapies, Inc. (the “Company”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 22nd, 2013 • Oneida Resources Corp. • Blank checks • Delaware
AGREEMENT (this "Agreement") entered into as of the 15 day of October, 2012, by and between Oneida Resources Corp. , a Delaware corporation with an address at c/o Samir Masri CPA Firm P.C., 175 Great Neck Road, Suite 403, Great Neck, NY 11021 (the “Company”) and NLBDIT 2010 Services, LLC, an limited liability company with an address at c/o Sunrise Securities Corp., 640 Lexington Avenue, 23 rd Floor, New York, NY 10022 (the “Purchaser”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2016 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
This Amendment No. 1 to Employment Agreement (the “Amendment”), dated as of November 9, 2016, is entered into by and between Intra-Cellular Therapies, Inc. (the “Company”), and Michael Halstead (the “Executive”), for purposes of amending the terms of that certain Employment Agreement dated August 3, 2015 (the “Agreement”).
AGREEMENT AND PLAN OF MERGER by and among Intra-Cellular Therapies, Inc., Oneida Resources Corp. and ITI, Inc. August 23, 2013Merger Agreement • August 29th, 2013 • Oneida Resources Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of August 23, 2013, by and among Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), Oneida Resources Corp., a Delaware corporation (“Parent”), and ITI, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 25th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between you (the “Participant”) and Intra-Cellular Therapies, Inc. (the “Company”) as of the date of grant set forth in your [_______] account (such date, the “Date of Grant”, and such account, the “Electronic Account”).
LICENSE AGREEMENT between INTRA-CELLULAR THERAPIES, INC. and BRISTOL-MYERS SQUIBB COMPANYLicense Agreement • October 31st, 2013 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • 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
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.
SUPPLY AGREEMENTSupply Agreement • January 5th, 2022 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New Jersey
Now, therefore, in consideration of the foregoing recitals and mutual covenants, agreements, representations, warranties and obligations expressed herein, and intending to be legally bound hereby, the Parties agree as follows:
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • October 31st, 2013 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • 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.
Schedule B RELEASE OF CLAIMSRelease of Claims • October 30th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations
This Release of Claims (Release”) is made as of _______________ by and between ________________ (“the Executive”) and Intra-Cellular Therapies, Inc. (the “Company”) (together, the “Parties”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • 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.”
ContractManufacturing Services Agreement • November 9th, 2020 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
[Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.]
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 Sharon Mates Ph.D. (“Executive”) and Intra-Cellular Therapies, Inc. (the “Company”).
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 to the Master Services Agreement dated...Master Services Agreement • March 1st, 2023 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations
INTRA-CELLULAR THERAPIES, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • September 5th, 2013 • Intra-Cellular Therapies, Inc. • 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”).
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”).
TERMINATION AGREEMENTTermination Agreement • March 12th, 2015 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
THIS TERMINATION AGREEMENT (the “Termination Agreement”) is entered into as of October 31, 2014 by and between TAKEDA PHARMACEUTICAL COMPANY LIMITED, a company organized under the laws of Japan (“Takeda”), having a place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645 Japan, and INTRA-CELLULAR THERAPIES, INC., a Delaware Corporation (“ITI”), having a place of business at Audubon Biomedical Science and Technology Park, 3960 Broadway, New York, NY 10032 U.S.A. Takeda and ITI may be referred to herein individually as a “Party” or collectively as the “Parties.”
INTRA-CELLULAR THERAPIES, INC. CONSULTING AGREEMENTConsulting Agreement • August 7th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations
This Consulting Agreement (the “Agreement”) is made and entered into as of August 2, 2024, by and between Intra-Cellular Therapies, Inc. (“Intra-Cellular” or “Company”), a Delaware corporation located at 430 East 29th Street, New York, New York 10016, and Lawrence J. Hineline (“Consultant”), having a notice address as described below. This Agreement shall be effective as of August 12, 2024 (the “Effective Date”).
INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Option Agreement • June 25th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations
Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), has granted you an option to purchase the number of shares of Common Stock indicated in your [_________] account (the “Electronic Account”) at the exercise price indicated in your Electronic Account. Your option is granted to you effective as of the date of grant set forth in your Electronic Account (the “Date of Grant”). In addition, your option is subject to all the terms and conditions set forth in your Electronic Account, this Option Agreement and the Plan, which is incorporated into this Option Agreement in its entirety. If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the terms and conditions of your option as set forth in your Electronic Account but defined in the Plan will have the same definitions as in the Plan.
AMENDMENTSupply Agreement • December 29th, 2021 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • Clarendon
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 STOCKWarrant to Purchase 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 AGREEMENTIndemnification & Liability • 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”).
Intra-Cellular Therapies, Inc. Alexandria Center for Life Science 430 East 29th Street, Suite 900 New York, NY 10016 Phone: 646-440-9333Separation Agreement • August 7th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations • New York
Thank you for your longstanding contributions to Intra-Cellular. This agreement sets forth the Separation Agreement (the “Agreement”) between you and Intra-Cellular Therapies, Inc. (“Intra-Cellular” or “Company,” and you and Intra-Cellular, the “Parties”) regarding your transition from employee to consultant. In consideration of the mutual promises set forth in this letter, you and Intra-Cellular agree to the following:
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 8th, 2013 • Oneida Resources Corp. • Delaware
AGREEMENT (this "Agreement") entered into as of the ___ day of _______, 2012, by and between Oneida Resources Corp., a Delaware corporation with an address at c/o Samir Masri CPA Firm P.C., 175 Great Neck Road, Suite 403, Great Neck, NY 11021 (the “Company”) and NLBDIT 2010 Services, LLC, an limited liability company with an address at c/o Sunrise Securities Corp., 640 Lexington Avenue, 23rd Floor, New York, NY 10022 (the “Purchaser”).
INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION AGREEMENTOption Agreement • June 25th, 2024 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations
Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), has granted you an option to purchase the number of shares of Common Stock indicated in your [________] account (the “Electronic Account”) at the exercise price indicated in your Electronic Account. Your option is granted to you effective as of the date of grant set forth in your Electronic Account (the “Date of Grant”). In addition, your option is subject to all the terms and conditions set forth in your Electronic Account, this Option Agreement and the Plan, which is incorporated into this Option Agreement in its entirety. If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the terms and conditions of your option as set forth in your Electronic Account but defined in the Plan will have the same definitions as in the Plan.
CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. January 5, 2023 SUPPLY AGREEMENTSupply Agreement • March 1st, 2023 • Intra-Cellular Therapies, Inc. • Pharmaceutical preparations
Now, therefore, in consideration of the foregoing recitals and mutual covenants, agreements, representations, warranties and obligations expressed herein, and intending to be legally bound hereby, the Parties agree as follows:
