Stock Pledge Agreement

EXHIBIT 10.11


STOCK PLEDGE AGREEMENT


THIS STOCK PLEDGE AGREEMENT ("PLEDGE AGREEMENT") is made by ULI HACKSELL, an individual with a residence at 10819 Bonjon Lane, San Diego, California 92131 ("PLEDGOR"), in favor of ACADIA PHARMACEUTICALS INC., a Delaware corporation with its principal place of business at 3911 Sorrento Valley Boulevard, San Diego, California ("PLEDGEE").


WHEREAS, Pledgor has concurrently herewith executed that certain Secured Promissory Note (the "NOTE") in favor of Pledgee in the amount of One Hundred Thousand Dollars ($100,000); and


WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only upon the condition, among others, that Pledgor shall have executed and delivered to Pledgee this Pledge Agreement and the Pledged Collateral (as defined below);


NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Pledgor hereby agrees as follows:


1. As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the Note, together with, without limitation, the prompt payment of all expenses, including, without limitation, reasonable attorneys' fees and legal expenses, incidental to the collection of the foregoing and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder (all such indebtedness being the "LIABILITIES"), Pledgor hereby pledges to Pledgee, and grants to Pledgee, a first priority security interest in all of the following (collectively, the "PLEDGED COLLATERAL"):


(a) all shares of the capital stock of Pledgee owned by Pledgor pursuant to Pledgor's exercise or rights under any stock option plan or otherwise (the "PLEDGED SHARES"), and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; and


(b) all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Shares subject to any voting trust.


Immediately following acquisition of the Pledged Shares, Pledgor agrees to deliver to Pledgee the stock certificates representing said Pledged Shares along with an executed but otherwise uncompleted Assignment Separate From Certificate in the form attached hereto as Exhibit A.


The term "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities heretofore, now or hereafter made, incurred or created, whether voluntary, or involuntary, and whether due or not due, absolute or contingent,


1.


liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness may be or hereafter becomes unenforceable.


2. Pledgor hereby represents and warrants to Pledgee that as of the date that the stock certificates representing the Pledged Shares are delivered by Pledgor to Pledgee:


(a) Pledgor shall be the sole holder of record and the sole beneficial owner of the Pledged Collateral, free and clear of any lien thereon or affecting title thereto, except for the lien created by this Pledge Agreement.


(b) None of the Pledged Shares will have been transferred in violation of securities registration, securities disclosure or similar laws of any jurisdiction to which such transfer may be subject with respect to which such transfer could have a material adverse effect.


(c) No consent, approval, authorization or other order of any person and no consent or authorization of any governmental authority or regulatory body is required to be made or obtained by Pledgor either (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by Pledgor; or (ii) for the exercise by Pledgee of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.


(d) The pledge, grant of a security interest in, and delivery of the Pledged Collateral pursuant to this Pledge Agreement, will have created a valid first priority lien on and in the collateral pledged by Pledgor, and the proceeds thereof, securing the payment of the Liabilities.


(e) This Pledge Agreement will have been duly executed and delivered by Pledgor and will constitute a legal, valid, and binding obligation of Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or by the application of general equity principles.


Pledgor covenants, warrants, and represents to Pledgee that all representations and warranties contained in this Pledg ...