Johnson & Johnson Strengthens Neuroscience Leadership with Acquisition of Intra-Cellular Therapies, Inc. Acquisition includes CAPLYTA (lumateperone), the first and only U.S. FDA-approved treatment f

Johnson & Johnson Strengthens

Neuroscience Leadership with Acquisition of Intra-Cellular Therapies, Inc.

Acquisition includes

CAPLYTA (lumateperone), the first and only U.S. FDA-approved treatment for bipolar I and II depression as an adjunctive and monotherapy; also

approved for the treatment of schizophrenia in adults

sNDA submitted to U.S. FDA for

CAPLYTA as adjunctive treatment for major depressive disorder; if approved, CAPLYTA has potential to become a standard of care for

most common depressive disorders

CAPLYTA adds to Johnson & Johnson s

robust lineup of therapies with $5 billion+ potential in peak year salesi and further solidifies sales growth above analyst expectations now through the remainder of the decade

Promising clinical-stage pipeline with best-in-disease potential in

generalized anxiety disorder and Alzheimer s disease-related psychosis and agitation

New Brunswick, N.J. and Bedminster, N.J.,

January 13, 2025 Johnson & Johnson (NYSE: JNJ) and Intra-Cellular Therapies, Inc. (Nasdaq: ITCI) announced today that they have entered into a definitive agreement under which Johnson & Johnson will

acquire all outstanding shares of Intra-Cellular Therapies, a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, for $132.00 per share in cash for a total equity

value of approximately $14.6 billion.

Building on our nearly 70-year legacy in neuroscience, this

unique opportunity to add Intra-Cellular Therapies to our Innovative Medicine business demonstrates our commitment to transforming care and advancing research in some of today s most devastating neuropsychiatric and neurodegenerative

disorders, said Joaquin Duato, Chairman and Chief Executive Officer, Johnson & Johnson. This acquisition further differentiates our portfolio, serves as a strategic near- and long-term growth catalyst for Johnson &

Johnson and offers compelling value to patients, health systems and shareholders.

With this agreement, Johnson & Johnson adds

Intra-Cellular Therapies CAPLYTA (lumateperone), a once-daily oral therapy approved to treat adults with schizophrenia, as well as depressive episodes associated with bipolar I or II

disorder (bipolar depression), as a monotherapy and adjunctive therapy with lithium or valproate. The acquisition also includes ITI-1284, a promising Phase 2 compound being studied in generalized anxiety

disorder (GAD) and Alzheimer s disease-related psychosis and agitation, as well as a clinical-stage pipeline that further complements and strengthens Johnson & Johnson s current areas of focus.

We are excited to welcome Intra-Cellular Therapies talented people and world-class expertise to Johnson & Johnson, said Jennifer

Taubert, Executive Vice President, Worldwide Chairman, Innovative Medicine, Johnson & Johnson. Together, we have an opportunity to impact even more patients living with neuropsychiatric and neurodegenerative disorders, significantly

advancing care and helping improve the lives of millions worldwide.

success and the robust pipeline we have built demonstrates the passion and dedication of our talented team, and we are proud of the hundreds of thousands of patients we have helped, said Dr. Sharon Mates, Chairman and CEO of

Intra-Cellular Therapies. Johnson & Johnson has a longstanding commitment to neuroscience, and we believe together, we can reach even more patients around the world.

In December 2024, Intra-Cellular Therapies announced the submission of a supplemental new drug application (sNDA) to the U.S. Food and Drug Administration

(FDA) for CAPLYTA as an adjunctive treatment for adults with major depressive disorder (MDD). In two global, double-blind,

placebo-controlled Phase 3 studies, CAPLYTA , as an adjunctive treatment to antidepressants, demonstrated a statistically significant and clinically meaningful improvement in depressive

symptoms, as measured by both clinician-rated and patient-reported outcomes. The safety profile of CAPLYTA in both studies was consistent

with the existing body of clinical data for CAPLYTA , and no new safety concerns were identified. If approved,

CAPLYTA has the potential to be the first treatment approved for MDD and depressive

symptoms associated with bipolar I and II in more than 15 years. Additional Phase 3 trials are underway with CAPLYTA in bipolar I disorder

with manic episodes or manic episodes with mixed features (bipolar mania). Positive topline results evaluating the efficacy and safety of

CAPLYTA for the prevention of relapse in adult patients with schizophrenia were shared in November 2024.

While its exact mechanism of action is unknown,

CAPLYTA is uniquely characterized by high serotonin 5-HT2A receptor occupancy and lower amounts of dopamine D2 receptor occupancy at therapeutic doses. In short-term clinical studies across all

three approved indications, CAPLYTA was similar to placebo in weight change, metabolic effects, and extrapyramidal symptoms, which are

often cited as reasons for treatment discontinuation. The most common reported adverse events were somnolence/sedation, dizziness, nausea, and dry mouth. Across all three approved indications,

CAPLYTA can be taken at any time of day with or without food and does not require titration, allowing adult patients to start treatment at

robust efficacy, proven safety and favorable tolerability across all three approved indications, without the need for dose titration frequently associated with this class of therapies, said John Reed, M.D., Ph.D., Executive Vice President,

R&D, Innovative Medicine, Johnson & Johnson. With positive Phase 3 data in MDD as an adjunctive therapy and additional Phase 3 trials in other mental health disorders underway, we believe CAPLYTA has the potential to become a new standard of care for the treatment of some of today s most prevalent and debilitating mental health

As the mental health crisis surges and the global population ages, more than one billion people worldwide or 1 in every 8 people

are living with a neuropsychiatric or neurodegenerative disorder. In the United States:

Transaction Details and Path to Completion

terms of the agreement, Johnson & Johnson will acquire all outstanding shares of Intra-Cellular Therapies for a payment of $132.00 per share in cash. Johnson & Johnson expects to fund the transaction through a combination of cash

on hand and debt. Johnson & Johnson expects to maintain a strong balance sheet and to continue to support its stated capital allocation priorities of R&D investment, competitive dividends, value-creating acquisitions, and strategic

The closing of the transaction is expected to occur later this year subject to applicable regulatory approvals, approval by

Intra-Cellular Therapies stockholders and other customary closing conditions for a transaction of this type. Following completion of the transaction, Intra-Cellular Therapies common stock will no longer be listed for trading on the

Nasdaq Global Select Market.

Johnson & Johnson will provide commentary on any potential impact to Adjusted Earnings Per Share (EPS) from the

transaction when it provides its initial full year 2025 guidance during the fourth quarter earnings call on Wednesday, January 22, 2025.

Citi is serving as financial advisor to Johnson & Johnson, and Cravath, Swaine & Moore is serving as legal advisor.

Centerview Partners LLC and Jefferies are serving as financial advisors to Intra-Cellular Therapies, and Davis Polk & Wardwell LLP is serving as legal

CAPLYTA (lumateperone) is indicated in adults for the treatment of schizophrenia and for the treatment of depressive episodes associated with bipolar I or II disorder (bipolar depression) as monotherapy

and as adjunctive therapy with lithium or valproate.

Important Safety Information

Contraindications: CAPLYTA is contraindicated in patients with known hypersensitivity to

lumateperone or any components of CAPLYTA . Reactions have included pruritus, rash (e.g., allergic dermatitis, papular rash, and generalized rash), and urticaria.

Warnings & Precautions: Antipsychotic drugs have been reported to cause:

Interactions: CAPLYTA should not be used with CYP3A4 inducers. Dose reduction is recommended for concomitant use with strong CYP3A4 inhibitors or moderate CYP3A4 inhibitors.

Special Populations: Newborn infants exposed to antipsychotic drugs during the third trimester of pregnancy are at risk for

extrapyramidal and/or withdrawal symptoms following delivery. Dose reduction is recommended for patients with moderate or severe hepatic impairment.

Adverse Reactions: The most common adverse reactions in clinical trials with CAPLYTA vs. placebo were somnolence/sedation, dizziness, nausea, and dry mouth.

CAPLYTA is available in 10.5 mg, 21 mg, and 42 mg capsules.

Please click here to see full Prescribing

Information including Boxed Warning.

About Johnson & Johnson

At Johnson & Johnson, we believe health is everything. Our strength in healthcare innovation empowers us to build a world where complex diseases are

prevented, treated, and cured, where treatments are smarter and less invasive, and solutions are personal. Through our expertise in Innovative Medicine and MedTech, we are uniquely positioned to innovate across the full spectrum of healthcare

solutions today to deliver the breakthroughs of tomorrow, and profoundly impact health for humanity. Learn more at www.jnj.com/.

Intra-Cellular Therapies, Inc.

Intra-Cellular Therapies is a biopharmaceutical company founded

on Nobel Prize-winning research that allows us to understand how therapies affect the inner workings of cells in the body. The company leverages this intracellular approach to develop innovative

treatments for people living with complex psychiatric and neurologic diseases. For more information, please visit www.intracellulartherapies.com.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

release may be deemed to be solicitation material in respect of the proposed acquisition of Intra-Cellular Therapies by Johnson & Johnson. In connection with the proposed transaction, Intra-Cellular Therapies intends to file relevant

materials with the U.S. Securities and Exchange Commission ( SEC ), including Intra-Cellular Therapies proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF INTRA-CELLULAR THERAPIES ARE URGED TO READ ALL

RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING INTRA-CELLULAR THERAPIES PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED

TRANSACTION. Investors and stockholders of Intra-Cellular Therapies are or will be able to obtain these materials (when they are available) free of charge at the SEC s website at www.sec.gov, or free of charge from Intra-Cellular

Therapies website at www.intracellulartherapies.com.

PARTICIPANTS IN THE SOLICITATION

Johnson & Johnson and Intra-Cellular Therapies and certain of their respective directors and executive officers, under SEC rules, may be deemed to be

participants in the solicitation of proxies from stockholders of Intra-Cellular Therapies in connection with the proposed transaction. Information about Johnson & Johnson s directors and executive officers is available in

Johnson & Johnson s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 16, 2024, and Johnson & Johnson s definitive

proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on March 13, 2024. Information about Intra-Cellular Therapies directors and executive officers is available in Intra-Cellular Therapies Annual

Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 22, 2024, and Intra-Cellular Therapies definitive proxy statement for its 2024 annual meeting

of stockholders, which was filed with the SEC on April 29, 2024. To the extent holdings of Johnson & Johnson s or Intra-Cellular Therapies securities by their respective directors or executive officers have changed since the

amounts set forth in such 2024 proxy statements, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 3 filed by

Sanjeev Narula on August

14, 2024 and the Form 4s filed by: Sharon Mates on August

30, 2024 and December

6, 2024; Joel S. Marcus on June

25, 2024; Rory B. Riggs on June

15, 2024 and January

3, 2025; Eduardo Rene Salas on June

25, 2024; Robert L. Van Nostrand on June