OVID THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt SecuritiesIndenture • November 3rd, 2023 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20 , among OVID THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 3rd, 2023 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between OVID THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
OVID THERAPEUTICS INC. AND ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________Common Stock Warrant Agreement • June 1st, 2018 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between OVID THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 3rd, 2023 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between OVID THERAPEUTICS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
6,250,000 Shares Ovid Therapeutics Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2020 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
OVID THERAPEUTICS INC. Common Stock (par value $0.001 per share) SALES AGREEMENTSales Agreement • November 13th, 2020 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Ovid Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
OVID THERAPEUTICS INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • June 1st, 2018 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between OVID THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • May 3rd, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between OVID THERAPEUTICS INC., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement terminates any and all previous indemnification agreements entered into by and between the Company and the Indemnitee.
OVID THERAPEUTICS INC. AND ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ______________Debt Securities Warrant Agreement • June 1st, 2018 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between OVID THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
OVID THERAPEUTICS INC.Equity Incentive Plan • April 10th, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement — Early Exercise (the “Option Agreement”).
OVID THERAPEUTICS INC.Restricted Stock Purchase Agreement • April 10th, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).
Ovid Therapeutics Inc. [•] Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • April 18th, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Ovid Therapeutics Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [•] shares of common stock, $0.001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the contex
OVID THERAPEUTICS INC.Equity Incentive Plan • April 10th, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 16th, 2021 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Jeff Rona (“Executive”) is currently employed by OVID THERAPEUTICS INC. (the “Company”) as its Chief Business Officer pursuant to the terms of an Executive Employment Agreement with the Company effective September 30, 2020 (the “Prior Agreement”). Executive and the Company hereby agree to this amended agreement. The terms and conditions set forth in this AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) shall become effective as of June 2, 2021 (the “Effective Date”) and shall supersede and replace the terms and conditions set forth in the Prior Agreement. Certain bolded terms used in this Agreement are defined in Section 6.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 8th, 2018 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
Matthew During (“Executive”) is currently employed by OVID THERAPEUTICS INC. (the “Company”) as its President and Chief Scientific Officer (“CSO”) pursuant to the terms of an Executive Employment Agreement with the Company dated June 5, 2015 (the “Prior Agreement”). Executive and the Company hereby agree to amend and restate the Prior Agreement. The terms and conditions set forth in this AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) shall become effective as of the effective date of the first registration statement filed by the Company to register shares of its common stock for sale to the public through one or more underwriters (the “Effective Date”), and shall supersede and replace the terms and conditions set forth in the Prior Agreement. Certain capitalized terms used in this Agreement are defined in Section 6.
4,000 Shares Ovid Therapeutics Inc. Series A Convertible Preferred Stock UNDERWRITING AGREEMENTConvertible Preferred Stock • October 8th, 2019 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
ContractLicense Agreement • May 2nd, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN TAKEDA PHARMACEUTICAL COMPANY LIMITED AND OVID THERAPEUTICS INC. JANUARY 6, 2017License and Collaboration Agreement • April 10th, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is made effective as of January 6, 2017 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”) and Ovid Therapeutics Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at 1460 Broadway, New York, NY 10036, U.S.A. (“Ovid”). Ovid and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENTVoting Agreement • April 10th, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 6th day of January, 2017 by and among Ovid Therapeutics Inc., a Delaware corporation (the “Company”), and Takeda Pharmaceutical Company Limited (the “Purchaser”).
= Certain confidential information contained in this document, marked by brackets, is omitted because it is not material and would be competitively harmful if publicly disclosed.License Agreement • June 17th, 2019 • Ovid Therapeutics Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made as of this 10th day of May, 2019 (“Amendment Effective Date”), by and between Ovid Therapeutics Inc., with offices located at 1460 Broadway, Suite 15021, New York, NY 10036 (“Ovid”), and H. Lundbeck A/S, having a place of business located at Ottiliavej 9, DK 2500 Valby, Denmark (“Lundbeck”).
Re: 3(a)(9) Exchange AgreementLetter Agreement • September 19th, 2019 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the agreement of Ovid Therapeutics Inc., a Delaware corporation (the “Company”), and the holders of the Common Stock listed on Schedule I attached hereto (the “Stockholders”), pursuant to which the Stockholders have agreed to exchange an aggregate of 1,262,000 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), beneficially owned by the Stockholders in consideration for a total of 1,262 shares of Series A Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Amended and Restated Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 1,262,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 3rd, 2017 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of January, 2017, by and among Ovid Therapeutics Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder.”
COLLABORATION AND LICENSE AgreementCollaboration and License Agreement • November 13th, 2020 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is entered into as of July 8, 2020 (the “Effective Date”), by and between Ovid Therapeutics Inc., a Delaware company having an address at 1460 Broadway, Suite 15021 New York, NY 10036, USA (“Ovid”) and Angelini Pharma Rare Diseases AG, a Swiss company under direction and control of Angelini Pharma S.p.A. and having an address at Consulting GmbH Sumpfstrasse 26 6312 Steinhausen, Zurich, Switzerland (“Licensee”). Ovid and Licensee may be referred to herein individually as a “Party” or collectively as the “Parties”.
LICENSE AGREEMENT between ASTRAZENECA AB and OVID THERAPEUTICS INC. Dated as of December 30, 2021License Agreement • January 3rd, 2022 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is made and entered into effective as of December 30, 2021 (the “Effective Date”) by and between AstraZeneca AB, a company incorporated in Sweden under No. 556011-7482, whose registered office is registered at SE-151 85 Södertälje, Sweden and with offices at SE-431 83 Mölndal, Sweden (“AstraZeneca”) and Ovid Therapeutics Inc., a Delaware corporation having its principal place of business at Suite 15044, 1460 Broadway, New York, NY 10036 U.S.A. (“Licensee”). AstraZeneca and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Ovid Therapeutics and Ligand Pharmaceuticals Enter into a $30 Million Agreement for a 13% Interest in Soticlestat Royalties and Milestones Extending Ovid’s Cash Runway into 2026Ovid Therapeutics Inc. • October 18th, 2023 • Pharmaceutical preparations
Ovid secures a $30 million non-dilutive capital infusion from Ligand, which Ovid expects to extend its cash runway into 2026 while simultaneously retaining 87% of the interest in soticlestat
ContractPurchase and Sale Agreement • March 8th, 2024 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
= Certain confidential information contained in this document, marked by brackets, is omitted because it is not material and would be competitively harmful if publicly disclosed.Ovid Therapeutics Inc. • May 7th, 2019 • Pharmaceutical preparations • New York
This letter sets forth the substance of the separation and consulting agreement (the “Agreement”) that Ovid Therapeutics Inc. (the “Company”) is offering to you.
ContractPrivate and Confidential License Agreement • May 14th, 2024 • Ovid Therapeutics Inc. • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • March 29th, 2018 • Ovid Therapeutics Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”) made this 15th day of December, 2016 (the “Effective Date”) by and between Northwestern University, an Illinois corporation having a principal office at 633 Clark Street, Evanston, Illinois 60208 (hereinafter referred to as “Northwestern”) and Ovid Therapeutics, a Delaware corporation having a principal office at 1460 Broadway, Suite 15044, New York, NY 10036 (hereinafter referred to as “Licensee”).
COLLABORATION AND LICENSE AgreementCollaboration and License Agreement • March 15th, 2021 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This Collaboration and License Agreement (the “Agreement”) is entered into as of July 8, 2020 (the “Effective Date”), by and between Ovid Therapeutics Inc., a Delaware company having an address at 1460 Broadway, Suite 15021 New York, NY 10036, USA (“Ovid”) and Angelini Pharma Rare Diseases AG, a Swiss company under direction and control of Angelini Pharma S.p.A. and having an address at Consulting GmbH Sumpfstrasse 26 6312 Steinhausen, Zurich, Switzerland (“Licensee”). Ovid and Licensee may be referred to herein individually as a “Party” or collectively as the “Parties”.
ROYALTY, LICENSE AND TERMINATION AGREEMENT RELATING TO LICENSE AND COLLABORATION AGREEMENT DATED JANUARY 6, 2017 BY AND BETWEEN TAKEDA PHARMACEUTICAL COMPANY LIMITED AND OVID THERAPEUTICS INC. MARCH 2, 2021Royalty, License and Termination Agreement • May 13th, 2021 • Ovid Therapeutics Inc. • Pharmaceutical preparations • New York
This Royalty, License and Termination Agreement (this “Agreement”) is made effective as of March 2, 2021 (the “Effective Date”) by and between Takeda Pharmaceutical Company Limited, a company incorporated under the laws of Japan having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan (“Takeda”), and Ovid Therapeutics Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at 1460 Broadway, New York, NY 10036, U.S.A. (“Ovid”). Ovid and Takeda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
