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SECURITIES PURCHASE AGREEMENT
PURCHASE AGREEMENT (this Agreement ), dated as of December 12, 2012, is made by and among ACADIA PHARMACEUTICALS INC., a Delaware
corporation (the Company ), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a Purchaser and collectively, the
A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act.
B. The Purchasers desire to purchase and the Company desires to sell, upon the terms and conditions stated in this
Agreement, up to a maximum of $86,380,000 of Common Stock and, if applicable as set forth on Exhibit A hereto, warrants to purchase Common Stock of the Company.
C. The capitalized terms used herein and not otherwise defined have the meanings given them in Article 7.
In consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchasers (severally and not jointly) hereby agree as follows:
PURCHASE AND SALE OF SECURITIES
1.1 Purchase and Sale of Securities. At the Closing, the Company will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, the number of
shares of Common Stock (the Shares ) and, if applicable, the number of warrants substantially in the form attached as Exhibit B hereto (the Warrants ) to purchase shares of Common Stock set
forth opposite such Purchaser s name on Exhibit A hereto. The Shares and the Warrants are referred to collectively as the Securities. The purchase price for each Share shall be $4.43, the
consolidated closing bid price of the Common Stock as reported on Nasdaq (symbol ACAD ) on the date of this Agreement. The purchase price for each Warrant shall be $4.42 per share of Common Stock issuable upon exercise of such Warrant.
Each Purchaser s aggregate purchase price for the Securities purchased by such Purchaser hereunder is referred to as the Aggregate Purchase Price.
1.2 Payment. At the Closing, each Purchaser will pay the Aggregate Purchase Price set forth opposite its name on Exhibit A
hereto by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing. The Company will instruct its transfer agent to credit each Purchaser the number of Shares
set forth on Exhibit A (and, upon request, will deliver stock certificates to the Purchasers representing the Shares) and will deliver the applicable Warrants to purchase the Warrant Shares to each applicable Purchaser against delivery of the
Aggregate Purchase Price on the Closing Date.
1.3 Closing Date. The closing of the transaction contemplated by this
Agreement will take place on December 17, 2012 (the Closing Date ) and the closing (the Closing ) will be held at the offices of Cooley LLP, 4401 Eastgate Mall, San Diego, CA 92121 or at such
other time and place as shall be agreed upon by the Company and the Purchasers hereunder of a majority in interest of the aggregate Shares and Warrant Shares.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as specifically contemplated by this Agreement, the Company hereby represents and warrants to the Purchasers and the Placement
2.1 Organization and Qualification. The Company is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as currently conducted as disclosed in the SEC Documents. The Company is duly qualified to do business and is in
good standing in every jurisdiction in which the nature of the business conducted by it or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not
reasonably be expected to have a Material Adverse Effect.
2.2 Authorization; Enforcement. The Company has all
requisite corporate power and authority to enter into and to perform its obligations under this Agreement, to consummate the transactions contemplated hereby and to issue the Securities in accordance with the terms hereof. The execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby (including the issuance of the Securities) have been duly authorized by the Company s Board of Directors and no further consent
or authorization of the Company, its Board of Directors, or its stockholders is required. This Agreement has been duly executed by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors and contracting parties rights generally and except as
enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or public policy underlying such laws.
2.3 Capitalization. The authorized capital stock of the Company, as of November 30, 2012, consisted of 150,000,000 shares of
Common Stock, $0.0001 par value per share, of which 59,639,844 shares were issued and outstanding and 5,000,000 shares of blank check Preferred Stock, $0.0001 par value per share, none of which have been designated. All of the issued and outstanding
shares of Common Stock have been duly authorized, validly issued, fully paid, and nonassessable. Options to purchase an aggregate of 7,152,532 shares of Common Stock were outstanding as of September 30, 2012. Except as disclosed in or
contemplated by the SEC Documents, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or
commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations other than options granted under the Company s stock option plans and its employee stock purchase plan. The
Company s Amended and Restated Certificate of Incorporation, as amended (the Certificate of Incorporation ), as in effect on the date hereof, and the Company s Amended and Restated Bylaws (the
Bylaws ) as in effect on the date hereof, are each filed as exhibits to the SEC Documents.
of Securities. The Shares and all of the shares of Common Stock issuable upon exercise of the Warrants (the Warrant Shares ) are duly authorized and, upon issuance in accordance with the terms of this Agreement (and, in
the case of the Warrant Shares, the Warrants), will be validly issued, fully paid and non-assessable and will not be subject to preemptive rights or other similar rights of stockholders of the Company.
2.5 No Conflicts; Government Consents and Permits.
(a) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the issuance of the Securities)
will not (i) conflict with or result in a violation of any provision of its Certificate of Incorporation or Bylaws or require the approval of the Company s stockholders, (ii) violate or conflict with, or result in a breach of any
provision of, or constitute a default under, any agreement, indenture, or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and
state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company, except in the case of clauses (ii) and (iii) only, for such
conflicts, breaches, defaults, and violations as would not reasonably be expected to have a Material Adverse Effect.
The Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform
any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Securities in accordance with the terms hereof other than such as have been made or obtained, and except for the registration of the Shares and
the Warrant Shares under the Securities Act pursuant to Section 6 hereof, any filings required to be made under federal or state securities laws, and any required filings or notifications regarding the issuance or listing of additional shares
(c) The Company has all franchises, permits, licenses, and any similar authority
necessary for the conduct of its business as now being conducted by it and as currently proposed to be conducted as disclosed in the SEC Documents, except for such franchise, permit, license or similar authority, the lack of which would not
reasonably be expected to have a Material Adverse Effect. The Company has not received any actual notice of any proceeding relating to revocation or modification of any such franchise, permit, license, or similar authority except where such
revocation or modification would not reasonably be expected to have a Material Adverse Effect.
Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since February 3, 2012, pursuant to the reporting requirements of the Exchange Act (all
of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the
SEC Documents ). Except as otherwise expressly stated herein, all references in this Agreement to information disclosed or described in the SEC Documents shall include the disclosure set forth on Exhibit C hereto to
the extent such disclosure is filed with the SEC on a Form 8-K on or before 9:30 a.m., New York local time, on December 12, 2012. The Company is eligible to register its Common Stock for resale using Form S-1 promulgated under the Securities
Act. The Company has delivered to each Purchaser, or each Purchaser has had access to, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the
Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective
dates, the Financial Statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Financial Statements and the
related notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC s rules and instructions for Reports on Form 10-Q) and
fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal and recurring year-end audit adjustments). All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the Material
Agreements ) to which the Company or any Subsidiary of the Company is a party, or the property or assets of the Company or any Subsidiary of the Company are subject, have been filed as exhibits to the SEC Documents. All Material
Agreements are valid and enforceable against the Company in accordance with their respective terms, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting
creditors and contracting parties rights generally, and (ii) as enforceability may be subject to general principles of equity and except as rights to indemnity and contribution may be limited by state or federal securities laws or
public policy underlying such laws. The Company is not in breach of or default under any of the Material Agreements, and to the Company s knowledge, no other party to a Material Agreement is in breach of or default under such Material
Agreement, except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect. The Company has not received a notice of termination nor is the Company otherwise aware of any threats to terminate
any of the Material Agreements.
2.7 Disclosure Controls and Procedures. Except as disclosed in the SEC Documents, the
Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that material information relating to the Company, including
any consolidated Subsidiaries, is made known to its chief executive officer and chief financial officer by others within those entities. The Company s certifying officers have evaluated the effectiveness of the Company s disclosure
controls and procedures as of the end of the period covered by the most recently filed quarterly or annual periodic report under the Exchange Act (such date, the Evaluation Date ). The Company presented in its most recently
filed quarterly or annual periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no
significant changes in the Company s internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) or, to the Company s knowledge, in
other factors that could significantly affect the Company s internal control over financial reporting.
Controls. Except as disclosed in the SEC Documents, the Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management s general
or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for
assets, (iii) access to assets is permitted only in accordance with management s general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
2.9 Absence of Litigation. As of the date hereof, there
is no action, suit, proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Company s knowledge, threatened against the Company that if determined adversely to
the Company would reasonably be expected to have a Material Adverse Effect or would reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement. Neither the Company, nor any director or officer
thereof, is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty relating to the Company. There has not been, and to the knowledge of the
Company, there is not pending or contemplated, any investigation by the SEC of the Company or any current or former director or officer of the Company. The Company has not received any stop order or other order suspending the effectiveness of any
registration statement filed by the Company under the Exchange Act or the Securities Act and, to the Company s knowledge, the SEC has not issued any such order.
2.10 Intellectual Property Rights. With respect to Pimavanserin, the Company owns or possesses licenses or sufficient rights to use all patents, patent applications, patent rights, inventions,
know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights necessary to enable it to conduct its business as conducted as of the date hereof and, to its knowledge, as proposed to be
conducted as described in the SEC Documents. Except with respect to Pimavanserin, the Company owns or possesses, or has a reasonable basis on which it believes it can obtain on reasonable terms, licenses or sufficient rights to use all patents,
patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights necessary to enable it to conduct its business as conducted as of the date hereof
and, to its knowledge, as proposed to be conducted as described in the SEC Documents. As used in this Agreement, the Intellectual Property means all patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights necessary to enable the Company to conduct its business as conducted as of the date hereof and, to its knowledge, as proposed to be conducted as
described in the SEC Documents. To the Company s knowledge, the Company has not infringed the intellectual property rights of third parties and no third party, to the Company s knowledge, is infringing the Intellectual Property, in each
case, which could reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the SEC Documents, there are no material options, licenses or agreements relating to the Intellectual Property, nor is the Company bound by or a