ATAI Life Sciences B.V. Sample Contracts
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 10th of May 2023 (the “Effective Date”), by and between atai Life Sciences US, Inc. a Delaware corporation (the “Company”) and Anne Johnson (the “Executive”). The Company and the Executive may each be referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”
VOTING AGREEMENTVoting Agreement • June 2nd, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • England and Wales
This VOTING AGREEMENT (this “Agreement”), dated as of June 2, 2025, is by and among Beckley Psytech Limited, a company incorporated in England and Wales with company number 11496099, whose registered office is at Beckley Park, Beckley, Oxford, England OX3 9SY (“Beckley”), Atai Life Sciences N.V., a company incorporated in the Netherlands with company number 80299776, whose registered office is at Wallstraße 16, 10179 Berlin, Germany (the “Company”) and Apeiron Investment Group Ltd. (the “Shareholder”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 2nd, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is made and entered into as of June 2, 2025 (the “Agreement Date”), by and among (i) Adage Capital Partners LP (the “Purchaser”) and (ii) ATAI Life Sciences N.V. (the “Company”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. PREFERRED STOCK PURCHASE AGREEMENT GABA THERAPEUTICS, INC.Preferred Stock Purchase Agreement • June 4th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 29th day of August 2019 by and between GABA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ATAI Life Sciences AG, a German stock corporation or an affiliate thereof (“ATAI” or “Purchaser”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is made and entered into as of July 1, 2025 (the “Agreement Date”), by and among (i) the undersigned investor named on the signature page hereto (the “Purchaser”) and (ii) ATAI Life Sciences N.V. (the “Company”).
PROJECT BARRACUDA – SIDE LETTER DEED – SPASide Letter Deed • October 27th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • England and Wales
We refer to the share purchase agreement entered into on 2 June 2025 by and among the Buyer, Company and the Sellers (the “SPA”). The Parties wish to amend the SPA on the basis set out in this letter deed.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of this 11th of November 2024, by and between ATAI Life Sciences US, Inc. a Delaware corporation (the “Company”) and Gerd Kochendoerfer (the “Executive”). The Company and the Executive may each be referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”
June 2, 2025Share Purchase Agreement • June 2nd, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • England and Wales
The Sellers wish to sell and the Buyer wishes to acquire the entire issued share capital of the Company subject to the terms of this Deed. The Optionholders wish to surrender their Share Options subject to the terms of this Deed.
Lock-Up AgreementLock-Up Agreement • June 2nd, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations
The undersigned understands that ATAI Life Sciences N.V. (the “Company”) will enter into that certain Share Purchase Agreement dated on or about the date hereof (the “Share Purchase Agreement”) between, amongst others, certain shareholders of Beckley Psytech Limited and the Company (the transactions contemplated by the Share Purchase Agreement, the “Transactions”). In connection with the Share Purchase Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably agrees with the Company that without the prior written consent of the Company, the undersigned will not, directly or indirectly (and will cause any direct or indirect affiliate of the undersigned not to), and subject to the Lock-Up Run-Off Period (as defined below), during the period commencing on the execution of this Lock-Up Agreement (the “Lock-Up Agreement”) and terminating on the date that is the later of (a) sixty (60) days following t
THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 12th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This THIRD AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 8, 2024 (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), amending and restating the Amended and Restated Loan Agreement originally effective as of March 8, 2021 and as amended and restated as of September 14, 2021, and further amended and restated as of September 30, 2023 (the “Existing Agreement”), is made by and among INTELGENX CORP., ATAI LIFE SCIENCES AG and INTELGENX TECHNOLOGIES CORP.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD...Loan and Security Agreement • August 14th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations • California
This THIRD Amendment to Loan and Security Agreement (this “Amendment”) is dated as of August 14, 2024 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its registered office at Wallstraße 16, 10179 Berlin, Federal Republic of Germany, and registered with the trade register of the Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 80299776 (“Parent”), ATAI LIFE SCIENCES AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany and registered with the commercial register of the local court of Munich under HRB 239201, with business address at Wallstraße 16, 10179 Berlin (“ATAI Germany”, and together with Parent, ATAI Germany and each other Person party to the Loan Agreement as a borrower from time to time, individually or collectively, as the conte
SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • June 2nd, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This SHAREHOLDER RIGHTS AGREEMENT, dated as of June 2, 2025 (as amended or restated from time to time, this “Agreement”), is made by and between ATAI Life Sciences N.V., a company incorporated in the Netherlands with company number 80299776, whose registered office is at Wallstraße 16, 10179 Berlin, Germany (the “Company”) and Apeiron Investment Group Ltd (the “Investor”). The Investor and the Company are referred to herein as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2025, is by and among (i) ATAI Life Sciences N.V., a public company under Dutch law (naamloze vennootschap) (“Company”), (ii) Apeiron Investment Group Ltd (“Apeiron”) and Christian Angermayer, (iii) Ferring Ventures S.A. and Adage Capital Partners LP (the “PIPE Investors”) and (iv) the Beckley Holders (as defined herein) that become party hereto by execution of the Joinder Agreement in Exhibit A hereto (each a “Party” and, collectively, the “Parties”).
FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • May 15th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
AGREEMENT (this “Amendment”) is entered into as of August 15 , 2023, by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), RECOGNIFY LIFE SCIENCES, INC., f/k/a FSV7, INC., a Delaware corporation (the “Company”) and the other persons and entities listed on Exhibit A hereto (the “Shareholders” and collectively with ATAI and the Company, the “Parties”).
23,725,000 Shares ATAI LIFE SCIENCES N.V. COMMON SHARES, €0.10 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONShare Purchase Agreement • September 29th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations
On June 2, 2025, atai entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Beckley Psytech and certain selling shareholders of Beckley Psytech, pursuant to which atai agreed to acquire from the shareholders of Beckley Psytech, excluding atai (the “Sellers”) the entire issued share capital of Beckley Psytech not already owned by atai (“Beckley Shares”) by issuing to the Sellers 105,044,902 Ordinary Shares (the “Consideration Shares”). Prior to the Closing, Beckley Psytech will use all reasonable endeavors to effect the Beckley Carve-Out, pursuant to which Eleusis and its subsidiaries (“Eleusis”) will be carved out from Beckley Psytech by way of a dividend in specie of all of the issued shares in Eleusis such that the shareholders of Beckley Psytech immediately prior to the Beckley Carve-Out shall each receive a pro-rata equity holding in Eleusis (see Note 3). The Closing is expected to be completed in the second half of 2025. Upon completion of the Acquisition,
26,190,477 Shares ATAI LIFE SCIENCES N.V. COMMON SHARES, €0.10 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
CERTAIN CONFIDENTIAL INFORMATIN ONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Subscription and Shareholders’ Agreement • January 4th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • April 30th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations
This Consulting Agreement (this “Agreement”) is made and entered into as of April 3, 2025 (the “Effective Date”) by and between Sahil Kirpekar, with an address at [●] (“Consultant”), and atai Life Sciences AG, a German Public Limited Company having a principal place of business at Wallstraße 16, 10179, Berlin, Germany (“atai”). Both atai and Company may each hereinafter be referred to individually as a “Party”, and collectively as the “Parties”.
Certain information in this document has been omitted from this exhibit because it is both EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
This Agreement is dated 6/8, 2020 (the “Effective Date”), and is between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and KURES, INC., a Delaware corporation (the “Company”). Columbia and Company agree as follows:
SEPARATION AGREEMENTSeparation Agreement • May 15th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
Executive is currently Chief Executive Officer of the Company (the “CEO”) and of the companies affiliated with the Company (hereinafter only "Affiliated Companies"). Executive and ATAI Life Sciences AG (a German stock corporation with its statutory seat in Munich, Germany, “ATAI AG”), which is now wholly owned by the Company, had entered into a service agreement dated June 5, 2019 (the “Prior Service Agreement”), which was replaced by a new service agreement dated June 10, 2021 (hereinafter referred to as the "Service Agreement" and the resulting contractual relationship as the "Service Relationship").
Transition and Separation AgreementTransition and Separation Agreement • June 17th, 2022 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This Transition and Separation Agreement (“Agreement”) is made as of June 15, 2022 (the “Notice Date”), by and among ATAI Life Sciences US, Inc. (the “Company”), ATAI Life Sciences N.V. (“Parent”) and Greg Weaver (the “Executive”) (collectively referred to as the “parties” or individually referred to as a “party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • June 4th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations
THIS AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of 15 May 2021 (the “Effective Date”), by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), GABA THERAPEUTICS, LLC, a Delaware limited liability company, (“Founder” and referred to together with ATAI, as “Shareholders”) and GABA THERAPEUTICS, INC., a Delaware corporation (the “Company” and referred to, collectively with ATAI and the Founder, as the “Parties”).
CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 17th, 2025 • ATAI Life Sciences N.V. • Pharmaceutical preparations
This CONSENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Consent and Amendment”) is dated as of January 6, 2025 and is entered into by and among ATAI LIFE SCIENCES N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, its registered office at Wallstraße 16, 10179 Berlin, Federal Republic of Germany, and registered with the trade register of the Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 80299776 (“Parent”), ATAI LIFE SCIENCES AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany and registered with the commercial register of the local court of Munich under HRB 239201, with business address at Wallstraße 16, 10179 Berlin (“ATAI Germany”, and together with Parent, ATAI Germany and each other Person party to the Loan Agreement as a borrower from time to time, individually or c
SERVICE AGREEMENTService Agreement • June 11th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations
●] Common Shares ATAI LIFE SCIENCES B.V. UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. AMENDMENT TO SERIES A...Series a Preferred Stock Purchase Agreement • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
(this “Amendment”) is entered into as of May 25, 2021 (the “Effective Date”), by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), and FSV7, INC., a Delaware corporation now named RECOGNIFY LIFE SCIENCES, INC. (the “Company” and referred to, collectively with ATAI, as the “Parties”).
SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
AGREEMENT (this “Second Amendment”) is entered into as of September 17, 2021 (the “Effective Date”), by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), and RECOGNIFY LIFE SCIENCES, INC., a Delaware corporation, formerly known as FSV7, Inc. (the “Company” and referred to, collectively with ATAI, as the “Parties”).
AGREEMENTConvertible Debenture Agreement • September 7th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) is dated August 31, 2023 among ATAI Life Sciences AG (“ATAI”), IntelGenx Technologies Corp. (the “Company”) and IntelGenx Corp. (the “Subsidiary”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. STOCK PURCHASE AGREEMENT BY AND BETWEEN ATAI US 2, INC. AND JONATHAN SPORN DATED...Stock Purchase Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 5, 2018 by and among ATAI US 2, Inc., a Delaware corporation (the “Buyer”) and Dr. Jonathan Sporn, an individual (“Seller”).
LICENSE AND COLLABORATION AGREEMENT by and between PERCEPTION NEUROSCIENCE, INC. and OTSUKA PHARMACEUTICAL CO., LTD. Dated as of March 11, 2021License and Collaboration Agreement • May 27th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is entered into as of March 11, 2021 (the “Effective Date”) by and between Perception Neuroscience, Inc., a company organized and existing under the laws of Delaware, having an address at 180 Varick Street, Suite 637, New York, NY 10014, USA (“Perception”) and Otsuka Pharmaceutical Co., Ltd., a company organized and existing under the laws of Japan, having an address at 2-9, Kanda Tsukasa-machi, Chiyoda-ku, Tokyo 101-8535, Japan (“Otsuka”). Perception and Otsuka are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2020, between The Trustees of Columbia University in the City of New York, a New York corporation (“Columbia”), and Kures Inc., a Delaware corporation (the “Corporation”).
Certain information in this document has been omitted from this exhibit because (i) the Company customarily and actually treats such information as private or confidential and (ii) the omitted information is not material. OMNIBUS AMENDMENTOmnibus Amendment • March 24th, 2023 • ATAI Life Sciences N.V. • Pharmaceutical preparations
THIS OMNIBUS AMENDMENT (this “Amendment”) is entered into as of October 05, 2022, by and among ATAI LIFE SCIENCES AG, a German corporation (“ATAI”), RECOGNIFY LIFE SCIENCES, INC., f/k/a FSV7, INC., a Delaware corporation, a Delaware corporation (the “Company”) and the other persons and entities listed on Exhibit A hereto (the “Shareholders” and collectively with ATAI (and ATAI LIFE SCIENCES US, INC., only for purposes of Section 5 below), and the Company, the “Parties”).
Termination and New Consultancy AgreementConsultancy Agreement • January 9th, 2024 • ATAI Life Sciences N.V. • Pharmaceutical preparations
ATAI AG and Consultant hereby agree to terminate the AG Consultancy Agreement subject to the NV Consultancy Agreement between ATAI NV and Consultant becoming effective.
AMENDED AND RESTATED LICENSE AGREEMENT between ALLERGAN SALES, LLC and FSV7, LLC Dated as of February 21, 2020License Agreement • April 20th, 2021 • ATAI Life Sciences B.V. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”) is made and entered into effective as of February 21, 2020 (the “Effective Date”) by and between Allergan Sales, LLC, a Delaware limited liability company (“Allergan”) and FSV7, LLC, a Delaware limited liability company (“Licensee”). Allergan and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”