INTERCEPT PHARMACEUTICALS, INC. (a Delaware corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2019 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Intercept Pharmaceuticals, Inc. SALES AGREEMENTSales Agreement • March 24th, 2023 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Intercept Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INTERCEPT PHARMACEUTICALS, INC. (a Delaware corporation) [________] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2013 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their 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 Selling Stockholders, acting severally and not jointly, 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 hereto and (ii) the grant by the Selling Stockholders, acting severally and not jointly. to the Underwriters, acting severally and not jointly, of the
INTERCEPT PHARMACEUTICALS, INC.Indenture • August 23rd, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS INDENTURE, dated as of August 17, 2021 between Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States (the “Trustee”),
AGREEMENT AND PLAN OF MERGER among: Intercept Pharmaceuticals, Inc., a Delaware corporation; Alfasigma S.p.A., an Italian società per azioni; and Interstellar Acquisition Inc., a Delaware corporation Dated as of September 26, 2023Agreement and Plan of Merger • September 26th, 2023 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 26, 2023, by and among: Alfasigma S.p.A., an Italian società per azioni (“Parent”); Interstellar Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of 17 May, 2021, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and Andrew Saik (“Executive”).
OFFICE SPACE LEASE BETWEEN THE IRVINE COMPANY LLC AND Intercept Pharmaceuticals, Inc.Office Space Lease • May 7th, 2014 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LEASE is made as of May 1, 2014, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and Intercept Pharmaceuticals, Inc., a Delaware corporation, hereafter called “Tenant.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2014 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of April 30, 2014, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and Rachel McMinn (“Executive”).
June 30, 2016Intercept Pharmaceuticals Inc • July 6th, 2016 • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”) and Intercept Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
SECURITY AGREEMENT among INTERCEPT PHARMACEUTICALS, INC., as Issuer, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of August 17, 2021Security Agreement • August 23rd, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of August 17, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, including by one or more Joinder Agreements, or otherwise, this “Agreement”), is made by and among Intercept Pharmaceuticals, Inc., a Delaware corporation (“Issuer”), and the Subsidiaries of Issuer that may from time to time be a party hereto as guarantors (collectively, the “Guarantors”), as pledgors and debtors (Issuer, together with the Guarantors, in such capacities, the “Pledgors,” and each, a “Pledgor”), and U.S. Bank National Association, a national banking association (“U.S. Bank”), solely in its capacity as collateral agent pursuant to the Indenture (in such capacity, together with any successors in such capacity, the “Collateral Agent”).
Exchange of 2.00% Convertible Senior Notes due 2026 for Newly Issued 3.50% Convertible Senior Secured Notes due 2026Security Agreement • August 11th, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE dated as of August 17, 2021 (this “Supplemental Indenture”) between INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “Collateral Agent”, as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of August 17, 2021 between the Issuer and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
ONE HUDSON YARDS OWNER LLC, Landlord TO INTERCEPT PHARMACEUTICALS, INC., Tenant Lease Dated as of December 7, 2016Lease • March 1st, 2017 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
LEASE, dated as of December 7, 2016 (the “Effective Date”), between ONE HUDSON YARDS OWNER LLC (“Landlord”), a Delaware limited liability company whose address is c/o Related Companies, 60 Columbus Circle, New York, New York 10023 and INTERCEPT PHARMACEUTICALS, INC. (“Tenant”), a Delaware corporation whose address is 450 W 15th Street, Suite 505, New York, New York 10011.
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.
June 30, 2016Intercept Pharmaceuticals Inc • July 6th, 2016 • Pharmaceutical preparations • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Credit Suisse Capital LLC (“Dealer”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, and Intercept Pharmaceuticals, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
INVENTION, NON-DISCLOSURE, AND NON-SOLICITATION AGREEMENTInvention, Non • April 1st, 2013 • 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 Daniel Regan (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
MANUFACTURING AND SUPPLY AGREEMENT between INTERCEPT PHARMA EUROPE LTD. and PHARMAZELL GMBHManufacturing and Supply Agreement • February 25th, 2021 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated the last date of signature (the “Effective Date”), is made by and between Intercept Pharma Europe Ltd., having a location at 2 Pancras Square, Floor 1, London, United Kingdom N1C 4AG (“Intercept”), and, solely for purposes of Section 10.19, Intercept Pharmaceuticals, Inc. (“Intercept Parent”), and PharmaZell GmbH, a corporation organized under the laws of Germany (“PharmaZell”). Intercept and PharmaZell are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INTERCEPT PHARMACEUTICALS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 6, 2016 to Indenture for Senior Debt Securities Dated as of July 6, 2016 3.25% Convertible Senior Notes due 2023First Supplemental Indenture • July 6th, 2016 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 6, 2016 (this “Supplemental Indenture”) between INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation, as issuer (the “Issuer,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of July 6, 2016 between the Issuer and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
TERMINATION OF LEASETermination of Lease • February 28th, 2018 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS TERMINATION OF LEASE (this “Agreement”) is made as of the 31st day of December, 2017, by and between ONE HUDSON YARDS OWNER LLC, a Delaware limited liability company (“Landlord”), having an office at c/o Related Companies, 60 Columbus Circle, New York, New York 10023, and INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), having an office at 10 Hudson Yards, 37th Floor, New York, NY 10001.
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.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2019 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of May 8, 2019 (the “Effective Date”) by and among Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached and incorporated by reference as Schedule I hereto (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
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”).
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] DATED 5 May 2022 - and - SHARE PURCHASE AGREEMENT Relating to certain non-US...Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations
1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE OF SHARES 11 3. CONSIDERATION 11 4. CONDITION 12 5. PRE-COMPLETION 15 6. SIGNING OBLIGATIONS 19 7. COMPLETION 19 8. PURCHASER WARRANTIES 20 9. SELLER WARRANTIES 21 10. SELLER LIMITATIONS 23 11. SELLER RESTRICTIVE COVENANTS 25 12. PRE-SALE MERGER 26 13. CONFIDENTIALITY AND ANNOUNCEMENTS 26 14. CEPS MATTER 28 15. GROUP SEPARATION MATTERS 29 16. ASSIGNMENT AND SUCCESSORS 32 17. THIRD PARTY RIGHTS 33 18. COSTS AND EXPENSES 33 19. PAYMENTS, ETC 33 20. FURTHER ASSURANCE 34 21. ENTIRE AGREEMENT 34 22. GENERAL 35 23. NOTICES 36 24. AGENT FOR SERVICE 37 25. GOVERNING LAW AND LANGUAGE 38 SCHEDULE 1: WARRANTED INFORMATION 39 Part 1: The Group Companies 39 Part 2: The Shares 50 Part 3: Leased Property 51 SCHEDULE 2: WARRANTIES 56 SCHEDULE 3: MARKETING AUTHORISATIONS 71 SCHEDULE 4: COMPLETION OBLIGATIONS 72 Part 1: Seller obligations on Completion 72 Part 2: Purchaser's obligations on Completion 76
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 8th, 2023 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 8, 2023, between Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”), supplementing the indenture, dated as of August 17, 2021 (the indenture as so supplemented, “Indenture”), as supplemented by the First Supplemental Indenture, dated as of August 17, 2021 (the “First Supplemental Indenture”).
FIRST AMENDMENT TO LEASELease • November 6th, 2017 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
FIRST AMENDMENT TO LEASE, dated as of June 27, 2017 (this “Amendment”), between LEGACY YARDS TENANT LP, a Delaware limited liability company (“Landlord”), having an address at c/o Related Companies, 60 Columbus Circle, New York, New York 10023 and INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), having an address at 10 Hudson Yards, 37th Floor, New York, New York 10001.
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.
DATED: October 13, 2014 and SERVICE AGREEMENT UK EMPLOYEEAgreement • May 11th, 2015 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • February 25th, 2021 • 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.”
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”).
Exchange AgreementExchange Agreement • August 19th, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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.
Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] MASTER TRADEMARK ASSIGNMENT AGREEMENTMaster Trademark Assignment Agreement • August 3rd, 2022 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations
This Master Trademark Assignment Agreement (this “Assignment”) is made and entered into effective as of May 5, 2022 (the “Execution Date”) and effective as of the Completion (as defined below) (the “Effective Date”) by and among Intercept Pharmaceuticals, Inc., a company incorporated in Delaware, and RXF Technologies, Inc., a company incorporated in Delaware (collectively, the “Sellers”), and Mercury Pharma Group Limited, a company incorporated in England (the “Purchaser”). The Sellers and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development Agreement • February 22nd, 2013 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Amendment No. 2 to Research and Development Agreement, dated February 15, 2013, is entered into by and between INTERCEPT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with its registered office at 18 Desbrosses Street, New York, NY 10013, USA (“INTERCEPT”) on the one hand and TES Pharma Srl, a corporation organized and existing under the laws of Italy, with its registered office at Via Settevalli 556, 06129, Perugia, Italy (“TES”) on the other hand.
SECOND AMENDMENT TO LEASELease • November 9th, 2016 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made and entered into as of July 19, 2016, by and between IRVINE EASTGATE OFFICE II LLC, a Delaware limited liability company (“Landlord”), and INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2013 • Intercept Pharmaceuticals Inc • Pharmaceutical preparations • New York
This CONSULTING AGREEMENT (“Agreement”) is entered into on May 14, 2013 between Intercept Pharmaceuticals, Inc. (“Company”), with offices at 18 Desbrosses Street, New York, New York 10013, and Luciano Adorini (“Consultant”), residing at via Bronzino 8, 20133, Milan, Italy.
