Sano Corp Sample Contracts

Sano Corp – AGREEMENT AND PLAN OF MERGER (December 23rd, 1997)

EXHIBIT 10 AGREEMENT AND PLAN OF MERGER AMONG ELAN CORPORATION, PLC. EVERGLADE ACQUISITION CORP. AND SANO CORPORATION DATED DECEMBER 14, 1997 AGREEMENT AND PLAN OF MERGER dated December 14, 1997 (this "AGREEMENT") among Elan Corporation, plc., a public company organized under the laws of Ireland ("PARENT"), Everglade Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), and Sano Corporation, a Florida corporation (the "COMPANY"). WHEREAS, the parties hereto desire to cause the Company, upon the terms and subject to the conditions of this Agreement and in accordance with the Florida Business Corporation Act of the State of Florida

Sano Corp – AMENDED AND RESTATED DISTRIBUTION AGREEMENT (November 13th, 1997)

EXHIBIT 10.25 AMENDED AND RESTATED DISTRIBUTION AGREEMENT This Amended and Restated Distribution Agreement (the "Agreement") is entered into as of the 28th day of July, 1997 (the "Execution Date") by and among SANO Corporation, a Florida corporation ("SANO"), Pharmaceutical Resources, Inc., a New Jersey corporation ("PRI"), and Par Pharmaceutical, Inc., a New Jersey corporation ("PPI"). WHEREAS, SANO, PRI and PPI have previously entered into that certain Distribution Agreement as of the 24th day of February, 1994 (the "Original Agreement"); and WHEREAS, SANO, PRI and PPI wish to amend and restate their agreement with respect to the subject matter of the Original Agreement, and supersede the Original Agreement in its entirety; NOW, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agr

Sano Corp – LICENSE AGREEMENT (November 13th, 1997)

CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERIKS DENOTE SUCH OMMISSION LICENSE AGREEMENT AGREEMENT, dated July 9, 1997, between THE POPULATION COUNCIL, INC., a not-for-profit corporation organized under the laws of the State of New York ("TPC"), and SANO CORPORATION, a corporation organized under the laws of the State of Florida ("Sano"). W I T N E S S E T H: WHEREAS, TPC has developed, and owns the right to use, certain data and information pertaining to the synthetic steroid Nestorone(R) (17-acetoxy-16-methylene-19-norprogesterone); WHEREAS, TPC has obtained certain patents rights covering the use of Nestorone(R); WHEREAS, TPC and the manufacturer of Nestorone(R), [*****] have entered into an agreement for, among, other things, the supply of Nestorone(R), to manufacturers of products inco

Sano Corp – ADOPTION AGREEMENT (September 11th, 1997)

EXHIBIT 4.3 PLAN #004 NONSTANDARDIZED ADOPTION AGREEMENT PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST/CUSTODIAL ACCOUNT SPONSORED BY SUNTRUST The Employer named below hereby establishes a Cash or Deferred Profit-Sharing Plan for eligible Employees as provided in this Adoption Agreement and the accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan Document #04. 1. EMPLOYER INFORMATION NOTE: If multiple Employers are adopting the Plan, complete this section based on the lead Employer. Additional Employers may adopt this Plan by attaching executed signature pages to the back of the Employer's Adoption

Sano Corp – DISTRIBUTION AND SUPPLY AGREEMENT (March 3rd, 1997)

This exhibit contains confidential materials that has been redacted. Those portions deleted have been marked as follows: [*****]. EXHIBIT 10.2 DISTRIBUTION AND SUPPLY AGREEMENT FOR BUSPIRONE TRANSDERMAL BETWEEN SANO CORPORATION AND BRISTOL-MYERS SQUIBB COMPANY DATED AS OF AUGUST 19, 1996 TABLE OF CONTENTS PAGE 1. DEFINITIONS...................................................... 1 1.1 "Affiliate"......................................... 1 1.2 "BMS Minimum Terms".....................

Sano Corp – ADDENDUM TO LICENSE AGREEMENT (March 3rd, 1997)

This exhibit contains confidential materials that has been redacted. Those portions deleted have been marked as follows: [*****]. EXHIBIT 10.1 ADDENDUM TO LICENSE AGREEMENT DATED OCTOBER 28 1994 This agreement is an Addendum to and supplements that License Agreement dated October 28, 1994 by and between Dr. Jed E. Rose ("Rose") and Dr. Edward D. Levin ("Levin") and Robert J. Schaap ("Schaap") (referred to as "The Rose Group") and the Sano Corporation (referred to as "Sano"). WHEREAS, The Rose Group has filed a U.S. Patent Application Serial No. [*****] dated [*****] and a (successor) continuation application thereon (the " [*****] application") and that The Rose Group has been advised by the United States Patent and Trademark Office that certain claims made in its Application Se

Sano Corp – LEASE EXTENSION & AMENDMENT (October 25th, 1996)

EXHIBIT 10.22 "Old Zephyrhills Space" LEASE EXTENSION & AMENDMENT We the undersigned hereby agree to renew and extend that Lease dated June 10, 1994 between Sunbeam Properties, Inc. ("Lessor") and SANO Corporation ("Lessee") for the Premises located at 3251 Corporate Way, Miramar, Florida, for an additional period to commence on November 1, 1999 and to expire on May 31, 2006. The monthly rent during said period is, to be as follows: $8,216.95 per month plus State Sales Tax from November 1, 1999 thru October 31, 2000: $8,504.54 per month plus State Sales Tax from November 1, 2000 thru October 31, 2001; $8,802.20 per month plus State Sales Tax from November 1, 2001 thru October 31, 2002; $9.110.28 per month plus State Sales Tax from November 1, 2002 thru October 31, 2003; $9.429.14

Sano Corp – EXTENSION OF EMPLOYMENT AGREEMENT (October 25th, 1996)

EXTENSION OF EMPLOYMENT AGREEMENT WHEREAS, the undersigned parties have entered into an Employment Agreement made and entered into as of the 30th day of September, 1993 by and between Sano Corporation, a Florida corporation (the "Company") and Joseph Gentile (the "Employee"), the "Agreement"); and WHEREAS, the Company and Employee each desire to extend said Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. The Agreement shall be extended for a three (3) year period commencing September 30, 1996 (the "Renewal Term") unless sooner terminated in accordance with the terms and conditions of the Agreement. 2. The Renewal Term of the Agreement and the employment of the Employee thereunder may be renewed and extended, upon written notice delivered by the Company to the Employee at least sixty (60) days prior to the expiration of the Renewal Term or any renewal

Sano Corp – EXTENSION OF EMPLOYMENT AGREEMENT (October 25th, 1996)

EXTENSION OF EMPLOYMENT AGREEMENT WHEREAS, the undersigned parties have entered into an Employment Agreement made and entered into as of the 31st day of May, 1993 by and between Sano Corporation, a Florida corporation (the "Company") and Charles Betlach (the "Employee"), (the "Agreement"); and WHEREAS, the Company and Employee each desire to extend said Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. The Agreement shall be extended for a three (3) year period commencing May 31, 1996 (the "Renewal Term") unless sonner terminated in accordance with the terms and conditions of the Agreement. 2. The Renewal Term of the Agreement and the employment of the Employee thereunder may be renewed and extended, upon written notice delivered by the Company to the Employee at least sixty (60) days prior to the expiration of the Renewal Term or any renewal tereof for

Sano Corp – EXTENSION OF EMPLOYMENT AGREEMENT (October 25th, 1996)

EXTENSION OF EMPLOYMENT AGREEMENT WHEREAS, the undersigned parties have entered into an Employment Agreement made and entered into as of the 30th day of September, 1993 by and between Sano Corporation, a Florida corporation (the "Company") and Cheryl Gentile (the "Employee"), as amended by that certain Amendment to Employment Agreement between the parties dated August 1, 1995 (the "Amendment"), (the Employment Agreement and the Amendment being collectively the "Agreement"); and WHEREAS, the Company and Employee each desire to extend said Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. The Agreement shall be extended for a three (3) year period commencing September 30, 1996 (the "Renewal Term") unless sooner terminated in accordance with the terms and conditions of the Agreement. 2. The Renewal Term of the Agreement and the employment fo the Employee t

Sano Corp – EXTENSION OF EMPLOYMENT AGREEMENT (October 25th, 1996)

EXTENSION OF EMPLOYMENT AGREEMENT WHEREAS, the undersigned parties have entered into an Employment Agreement made and entered into as of the 28th day of May, 1993 by and between Sano Corporation, a Florida corporation (the "Company") and Jesus Miranda (the "Employee"), as amended by those certain Amendments to Employment Agreement dated October 5, 1994 and August 1, 1995 (the "Amendment"), (the "Employment Agreement and the Amendments being collectively the "Agreement"); and WHEREAS, the Company Employee each desire to extend said Agreement. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows: 1. The Agreement shall be extended for a three (3) year period commencing May 28, 1996 (the "Renewal Term") unless sooner terminated in accordance with the terms and conditions of the Agreement. 2. The Renewal Term of the Agreement and the employment of the Employee thereunder may

Sano Corp – ARTICLES OF INCORPORATION (October 25th, 1996)

EXHIBIT 3.1 ARTICLES OF INCORPORATION OF SANO CORPORATION ARTICLE I The name of the corporation is SANO CORPORATION (hereinafter called the "Corporation"). ARTICLE II The address of the principal office and the mailing address of the Corporation is c/o: Reginald Hardy, 2780 Egret Way, Cooper City, Florida 33026. ARTICLE III (a) The capital stock authorized, the par value thereof, and the characteristics of such stock shall be as follows: NUMBER OF SHARES PAR VALUE CLASS OF AUTHORIZED PER SHARE STOCK ---------------- --------- -------- 1,

Sano Corp – LEASE EXTENSION & AMENDMENT (October 25th, 1996)

EXHIBIT 10.23 "Old AT&T Space" LEASE EXTENSION & AMENDMENT We, the undersigned hereby agree to renew and extend that Lease dated May 6, 1994 (and amended by way of letter agreement dated July 14, 1994)) between Sunbeam Properties, Inc. ("Lessor") and SANO Corporation ("Lessee") for the Premises located at 3250 Commerce Parkway, Miramar, Florida, for an additional period, to commence on September 1, 2004 and to expire on May 31, 2006. The monthly rent during said term is to be as follows: $25,864.20 per month plus State Sales Tax from September 1, 2004 thru August 31, 2005; $26,536.67 per month plus State Sales Tax from September 1, 2005 thru May 31, 2006. Said rental payments are in addition to all other payments due under the Lease including but not limited to Additional Rent as described in Paragr

Sano Corp – BUSINESS LEASE (October 25th, 1996)

EXHIBIT 10.21 MIRAMAR PARK OF COMMERCE BUSINESS LEASE THIS LEASE, entered into this 11 day of September, 19 between Sunbeam Properties, Inc., hereinafter called the Lessor, party of the first part, and SANO Corporation of the County of Broward and State of Florida hereinafter called the Lessee or tenant, party of the second part: WITNESSETH, That the said Lessor does this day Lease unto said Lessee, and said Lessee does hereby hire and take as tenant 3270 Corporate Way (the /plus/minus/1.22 acre "Premises" as shown on Exhibit "A" attached) situate in Miramar, Florida, to be used and occupied by the Lessee as vacant land and/or a parking lot and for no other purposes or uses whatsoever without the express written consent of Lessor, said consent not to be unreasonably withheld or delayed, beginning July 1, 1996 and ending May 31, 2006, at and

Sano Corp – UNDERWRITING AGREEMENT (October 25th, 1996)

EXHIBIT 1.1 2,150,000 Shares(1) SANO CORPORATION Common Stock UNDERWRITING AGREEMENT November __, 1996 Volpe, Welty & Company Dillon, Read & Co. Inc. Wheat, First Securities, Inc. As Representatives of the several Underwriters c/o Volpe, Welty & Company One Maritime Plaza, 11th Floor San Francisco, California 94111 Ladies and Gentlemen: Sano Corporation, a Florida corporation (the "Company"), proposes to issue and sell 1,250,000 shares of its authorized but unissued Common Stock, $.01 par value (the "Common Stock"), and the stockholders of the Company named in Schedule II hereto (collectively, the "Selling Securityholders") propose to sell an aggregate of shares of 900,000 Common Stock of the Company (the "

Sano Corp – ADDENDUM TO LICENSE AGREEMENT (October 21st, 1996)

This exhibit contains confidential materials that has been redacted. Those portions deleted have been marked as follows: [*****]. EXHIBIT 10.1 ADDENDUM TO LICENSE AGREEMENT DATED OCTOBER 28 1994 This agreement is an Addendum to and supplements that License Agreement dated October 28, 1994 by and between Dr. Jed E. Rose ("Rose") and Dr. Edward D. Levin ("Levin") and Robert J. Schaap ("Schaap") (referred to as "The Rose Group") and the Sano Corporation (referred to as "Sano"). WHEREAS, The Rose Group has filed a U.S. Patent Application Serial No. [*****] and a (successor) continuation application thereon (the " [*****] application") and that The Rose Group has been advised by the United States Patent and Trademark Office that certain claims made in its Application Serial No. [*****

Sano Corp – DISTRIBUTION AND SUPPLY AGREEMENT (October 21st, 1996)

This exhibit contains confidential materials that has been redacted. Those portions deleted have been marked as follows: [*****]. EXHIBIT 10.2 DISTRIBUTION AND SUPPLY AGREEMENT FOR BUSPIRONE TRANSDERMAL BETWEEN SANO CORPORATION AND BRISTOL-MYERS SQUIBB COMPANY DATED AS OF AUGUST 19, 1996 TABLE OF CONTENTS PAGE 1. DEFINITIONS...................................................... 1 1.1 "Affiliate"......................................... 1 1.2 "BMS Minimum Terms".....................