INTERCEPT PHARMACEUTICALS, INC. (a Delaware corporation) [l] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B-1 hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [l] additional shares of Common Stock. The aforesaid [l] shares of Common Stock (the “Initial Secu
LICENSE AGREEMENTLicense Agreement • September 27th, 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.”
CONSULTING AGREEMENTConsulting Agreement • September 27th, 2012 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This CONSULTING AGREEMENT (“Agreement”) is entered into as of January 1, 2012 between Intercept Pharmaceuticals, Inc. (“Company”), with offices at 18 Desbrosses Street, New York, New York 10013, and Luciano Adorini (“Consultant”), inhabiting at via Bronzino 8, 20133, Milan, Italy.
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, 2011And Commercialization Agreement • September 27th, 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.
CONSULTING AND INTELLECTUAL PROPERTY (“IP”) AGREEMENTConsulting and Intellectual • September 27th, 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.
RESEARCH AND DEVELOPMENTResearch and Development Agreement • September 27th, 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.
