OFFICE SPACE LEASE BETWEEN AND INTERCEPT PHARMACEUTICALS, INC.Office Space Lease • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LEASE is made as of the 25th day of October, 2011, by and between 4350 LA JOLLA VILLAGE LLC, a Delaware limited liability company, hereafter called “Landlord,” and INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation, hereafter called “Tenant.”
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTIntercept Pharmaceuticals Inc • September 4th, 2012 • Pharmaceutical preparations • New York
INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), for value received, hereby certifies that , or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on October 24, 2013, shares of the Company's common stock, par value $0.001 per share, of the Company ("Common Stock"), at a purchase price of $0.50 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively.
INVENTION, NON-DISCLOSURE, AND NON-SOLICITATION AGREEMENTInvention, Non • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Invention, Non-Disclosure, and Non-Solicitation Agreement is made by and between Intercept Pharmaceuticals, Inc. (the “Company”) and Barbara Duncan (the “Employee”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ONIntercept Pharmaceuticals Inc • September 4th, 2012 • Pharmaceutical preparations • New York
INTERCEPT PHARMACEUTICALS, INC. THIRD amended and restated stockholders agreementStockholders Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Third Amended and Restated Stockholders Agreement (the “Agreement”) dated as of August 9, 2012 is entered into by and among INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), the New Investors listed on Exhibit A hereto (each a “New Investor” and collectively the “New Investors”) the persons listed on Exhibit B hereto (each a “Founder,” and collectively the “Founders”), and each entity and individual listed on Exhibit C hereto (the “Prior Investors” and each, a “Prior Investor”).
LICENSE AGREEMENTLicense Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of March 29, 2011 (the “Effective Date”), is made by and between DAINIPPON SUMITOMO PHARMA CO. LTD., a company organized under the laws of Japan (“DSP”), having a place of business at 6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045 Japan, and INTERCEPT PHARMACEUTICALS, INC., a company organized under the laws of the State of Delaware (“Intercept”), having a place of business at 18 Desbrosses Street, New York, New York 10013. DSP and Intercept are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ___ day of _______________, 20__, by and between Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), and _______________ (“Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of May 15, 2006, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and Mark Pruzanski (“Executive”).
RESEARCH AND DEVELOPMENTResearch and Development Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Research and Development Agreement (this “Agreement”) is effective as of August 1, 2011 (the “Effective Date”) and is entered into by and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA (“INTERCEPT”) on the one hand and TES Pharma Srl, a corporation organized and existing under the laws of Italy, with registered office at Via Settevalli 556, 06129, Perugia, Italy (“TES”) on the other hand.
AMENDMENT N°1 TO PRODUCT RESEARCH, DEVELOPMENT, LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Sponsored Research Agreement (“Agreement”), effective as of January 1, 2012 (“Effective Date”), is made and entered into by and between:
INTERCEPT PHARMACEUTICALS, INC. Nonstatutory Stock Option Agreement Granted Under 2003 Stock Incentive PlanIntercept Pharmaceuticals Inc • September 4th, 2012 • Pharmaceutical preparations
AMENDMENT N°1 TO RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
by and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA (“INTERCEPT”) on the one hand and TES Pharma Srl, a corporation organized and existing under the laws of Italy, with registered office at Via Settevalli 556, 06129, Perugia, Italy (“TES”) on the other hand.:
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR EXTRAMURAL-PHS CLINICAL RESEARCHAnd Development Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • District of Columbia
This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
AMENDMENT #1 To The MASTER LABORATORY SERVICES AGREEMENTMaster Laboratory Services Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS AMENDMENT (“Amendment”) is made as of October 28, 2011 (the “Effective Date”) by and between INTERCEPT PHARMACEUTALS, INC., whose address is 18 Desbrosses Street, New York, NY 10013 (“Sponsor”) and WIL RESEARCH LABORATORIES LLC, a Delaware limited liability company, with a principal place of business at 1407 George Road, Ashland, OH 44805 (“WIL”).
WIL RESEARCH LABORATORIES, LLC Master Laboratory Services AgreementLaboratory Services Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • Ohio
This Master Laboratory Services Agreement (the "Agreement,") dated as of October 2, 2007, is by and between Intercept Pharmaceuticals, whose address is 18 Desbrosses Street, New York, NY 10013 (“Sponsor”) and WIL Research Laboratories, LLC, a Delaware limited liability company, whose address is 1407 George Road, Ashland, Ohio 44805 ("WIL").
CONSULTING AND INTELLECTUAL PROPERTY (“IP”) AGREEMENTConsulting and Intellectual • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Consulting and IP Agreement (this “Agreement”) is effective as of August 1, 2011, (the “Effective Date”) and is entered into by and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA (“INTERCEPT”) on the one hand and ROBERTO PELLICCIARI (“Consultant”), residing at Via U. Rocchi, 60, Perugia, Italy 06123, on the other hand.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement is made between INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the “Company”), and Mark E. Pruzanski (the “Employee”).
INVENTION, NON-DISCLOSURE, AND NON-SOLICITATION AGREEMENTInvention, Non-Disclosure, and Non-Solicitation Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Invention, Non-Disclosure, and Non-Solicitation Agreement is made by and between Intercept Pharmaceuticals, Inc. (the "Company") and Mark Pruzanski (the "Employee"). The agreement is retro-active with the effective date being the employee's date of hire, September 4, 2002.
INTERCEPT PHARMACEUTICALS, INC. Incentive Stock Option Agreement Granted Under 2003 Stock Incentive PlanIncentive Stock • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT* Dated as of August 9, 2012Convertible Preferred Stock Purchase Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement dated as of August 9, 2012 is entered into by and among INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A attached hereto (each a “Purchaser” and collectively the “Purchasers”). The Company and the Purchasers hereafter may be referred to individually as a “Party” and collectively as the “Parties”.
AMENDMENT N°1 TO) Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
By and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA (“INTERCEPT”) on the one hand and ROBERTO PELLICCIARI (“Consultant”), residing at Via U. Rocchi, 60, Perugia, Italy 06123, on the other hand:
CONSULTING AND IP AGREEMENTConsulting and Ip Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Consulting and IP Agreement (this “Agreement”) is effective as of January 1, 2012, (the “Effective Date”) and is entered into by and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New York 10013 NY, USA (“INTERCEPT”) on the one hand and ROBERTO PELLICCIARI (“Consultant”), residing at Via U. Rocchi, 60, Perugia, Italy 06123, on the other hand.
INVENTION, NON-DISCLOSURE, AND NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Invention, Non-Disclosure, and Non-Solicitation Agreement is made by and between Intercept Pharmaceuticals, Inc. (the “Company”) and David Shapiro (the “Employee”).
PRODUCT RESEARCH, DEVELOPMENT, LICENSE AND COMMERCIALIZATION AGREEMENT by and between LES LABORATOIRES SERVIER and INSTITUT DE RECHERCHES SERVIER on the one hand AND INTERCEPT PHARMACEUTICALS, INC. on the other hand Effective Date: August 1st, 2011License and Commercialization Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
This Product Research, Development, License and Commercialization Agreement (this “Agreement”) is effective as of August 1st, 2011 (the “Effective Date”) and is entered into by and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with registered office at 18 Desbrosses Street, New-York 10013 NY, USA (“INTERCEPT”) on the one hand and LES LABORATOIRES SERVIER, a corporation organized and existing under the laws of France, with registered office at 22 rue Garnier, 92578 Neuilly-sur-Seine cedex, France and INSTITUT DE RECHERCHES SERVIER, a corporation organized and existing under the laws of France, with registered office at 3 rue de la République, 92150 Suresnes, France (these two entities are jointly referred to as “SERVIER”) on the other hand.
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of April 1, 2008, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and David Shapiro (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of May 16, 2009, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and Barbara Duncan (“Executive”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND TO CERTAIN TRANSFER RESTRICTIONS AND VOTING AGREEMENTS AS SET FORTH IN A STOCKHOLDERS...Stockholders Agreement • September 4th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), for value received, hereby certifies that _________, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on May 22, 2013, _________ shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”), at a purchase price of $1.80 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
