Bigmar Inc Sample Contracts

Bigmar Inc – GUARANTEE (June 20th, 2003)

EXHIBIT 99.4 GUARANTEE This GUARANTEE ("Guarantee") is made and entered into as of this 20th day of February, 2003, in favor of AMERICAN PHARMACEUTICAL PARTNERS, INC., a Delaware corporation ("APP"), with offices at 1101 Perimeter Drive, Suite 300, Schaumburg, Illinois 60173-5837, USA, by JOHN TRAMONTANA, an individual ("Guarantor") with residences at 10890 Camp Ohio Road NE, Utica, Ohio 43080 (Ohio residence) and Riva Caccia 1d, CH-6900 Lugano, Switzerland (Lugano residence). WHEREAS, Tramontana is Chairman, President and Chief Executive Officer, as well as a principal shareholder, of Bigmar, Inc., a Delaware corporation, which, in turn, owns all of the shares in Bigmar Pharmaceuticals, SA, a Swiss corporation (collectively, "Bigmar"); and WHEREAS, APP has advanced and may in the future advance certain funds to Bigmar in respect of Bigmar's purchases of methotrexate active pharmaceutical ingredient for Bigmar's conve

Bigmar Inc – ASSIGNMENT SATISFACTION AND INVESTMENT AGREEMENT (June 20th, 2003)

EXHIBIT ASSIGNMENT SATISFACTION AND INVESTMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into this - day of April, 2003, by and De Martino Finkelstein Rosen & Virga, a professional corporation ("DFRV"), Bigmar, Inc. ("Bigmar") and John G. Tramontana ("JT"). WITNESSETH: WHEREAS, through the date of this Agreement Bigmar owes DFRV an aggregate amount of $292,110.61 for services rendered and costs incurred through December 31, 2002 (the "Receivable"); WHEREAS, DFRV ceased to represent Bigmar as of December 31, 2003: WHEREAS, DFRV has pledged the account receivable owed to it by Bigmar to Citibank, FSB ("Citibank") as part of a security interest that was granted to Citibank in all of the accounts receivable of DFRV that secured a line of credit extended by Citibank to DFRV; WHEREAS, as of the date of this Agreement the amount of money owed by DFRV to Citibank under

Bigmar Inc – LOAN MODIFICATION AND FORBEARANCE AGREEMENT (June 20th, 2003)

EXHIBIT LOAN MODIFICATION AND FORBEARANCE AGREEMENT This LOAN MODIFICATION AND FORBEARANCE AGREEMENT (the "Agreement") dated as of January 8, 2003, is made by and between Bigmar, Inc., a Delaware corporation (the "Borrower") and John Tramontana (the "Lender"). WITNESSETH WHEREAS, the Borrower is now indebted to the Lender on account of various loans and other extensions of credit and financial accommodations previously made or granted by the Lender to the Borrower in the aggregate amount of US$1,879,932.43; and WHEREAS, the Borrower has agreed to convert a portion of the indebtedness owed by it to the Lender into shares of its Series C convertible preferred stock (the "Series C Convertible Preferred Stock"); and WHEREAS, the Lender has agreed to make certain modifications of the indebtedness that would survive such equity conversion, and to forbear from collecting upon such surviving indeb

Bigmar Inc – COMMON STOCK PURCHASE AGREEMENT (December 31st, 2001)

EXHIBIT 99.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of November 13, 2001 by and between BIGMAR, INC., a Delaware corporation (the "Company"), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the "Buyer"). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company, up to Ten Million Dollars ($10,000,000) of the Company's common stock, par value $.001 per share (the "Common Stock"). The shares of Common Stock to be purchased hereunder are referred to herein as the "Purchase Shares.". NOW THEREFORE, the Company and the Buyer hereby agree as follows: 1. PURCHASE OF COMMON STOCK. Subject to the terms and cond

Bigmar Inc – FORM OF SUBSCRIPTION AGREEMENT (December 31st, 2001)

EXHIBIT 99.5 BIGMAR, INC. FORM OF SUBSCRIPTION AGREEMENT ("AGREEMENT") [FOR PURCHASE OF COMMON STOCK] THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE OR OTHER GOVERNMENTAL AUTHORITIES SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER COUNTRY OR STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES S

Bigmar Inc – PROFESSIONAL CONSULTING SERVICES AGREEMENT (August 6th, 2001)

1 EXHIBIT 4.1 EXECUTION COPY PROFESSIONAL CONSULTING SERVICES AGREEMENT This PROFESSIONAL CONSULTING SERVICES AGREEMENT (this "Agreement"), effective as of July 2001 (the "Effective Date'), is entered into by and between BIGMAR, INC., a Delaware corporation, with offices at 95 Midland Road, Saginaw, MI 48603 (the "Company") and Felice Padnos, a resident of Illinois, with an address at 1176 Oxford Court, Highland Park, IL 60035 ("Consultant"). RECITALS WHEREAS, the Company desires to engage Consultant, and Consultant desires to be engaged by the Company, to render professional consulting services for the Company as set forth in Section 1 below. NOW THEREFORE, for good and valuable consideration, Consultant and the Company hereby agree as follows. 1. Ser

Bigmar Inc – PROMISSORY NOTE (November 15th, 1999)

PROMISSORY NOTE $2,000,000.00 July 26, 1999 BIGMAR, INC. ("Borrower") promises to pay to CITIZENS BANK ("Lender"), or order, in lawful money of the United States of America, on demand, the principal amount of Two Million & 00/100 Dollars ($2,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT: Borrower will pay this loan immediately upon Lender's demand. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning August 28, 1999, with all subsequent interest payments to be due on the same day of each month after that. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interes

Bigmar Inc – NOTE PURCHASE, PAYING AND CONVERSION AGENCY AGREEMENT (November 15th, 1999)

NOTE PURCHASE, PAYING AND CONVERSION AGENCY AGREEMENT BIGMAR, INC. JOHNSTOWN, OHIO, U.S.A. CHF 3'000'000.-- 4% Convertible Notes of 1999 due October 29, 2003 October 26, 1999 TABLE OF CONTENTS DEFINITIONS I. SUBJECT 3 II. ANNEXES 3 III. SALES RESTRICTIONS 4 IV. COMMISSION AND EXPENSES 8 V. WARRANTIES 9 VI. PAYMENT TO THE CO

Bigmar Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (March 30th, 1999)

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIGMAR, INC. Bigmar, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the name of the corporation (hereinafter called the "Corporation") is Bigmar, Inc. 2. That the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article: FOURTH: The total number of shares of all classes of stock to which the Corporation shall have authority to issue is twenty-five million (25,000,000) consisting of the following classes: (i) twenty million (20,000,000) shares of common stock, par v

Bigmar Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (August 14th, 1998)

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BIGMAR, INC. Bigmar, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. That the name of the corporation (hereinafter called the "Corporation") is Bigmar, Inc. 2. That the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article: FOURTH: The total number of shares of all classes of stock to which the Corporation shall have authority to issue is twenty-five million (25,000,000) consisting of the following classes: (i) twenty million (20,000,000) shares of common stock, p

Bigmar Inc – 1997 STOCK OPTION PLAN (March 31st, 1998)

EXHIBIT 10.54 BIGMAR, INC. 1997 STOCK OPTION PLAN TABLE OF CONTENTS Page 1. PURPOSE OF THE PLAN 1 2. STOCK SUBJECT TO THE PLAN 1 3. ADMINISTRATION OF THE PLAN 1 4. TYPE OF OPTIONS 2 5. ELIGIBILITY 2 6. RESTRICTIONS ON INCENTIVE STOCK OPTION 3 7. OPTION AGREEMENTS 3 8. OPTION PRICE 4 9. MANNER OF PAYMENT; MANNER OF EXERCISE 4 10. EXERCISE OF OPTIONS

Bigmar Inc – EMPLOYMENT AGREEMENT (March 31st, 1998)

EXHIBIT 10.53 EMPLOYMENT AGREEMENT This AGREEMENT made as of the 3rd day of November, 1997, by and between Bigmar, Inc., a Delaware corporation (hereinafter, "the Employer" or "Employer"), and William R. Ash, III (hereinafter, "the Executive" or "Executive"). 1. Commencing on the Effective Date, as hereinafter defined, of this Agreement, Employer shall employ Executive as Chief Financial Officer to perform the duties normally incident to such positions. 2. Executive agrees to devote all of Executive's business time, efforts, skills and attention to fulfill Executive's duties and responsibilities hereunder faithfully, diligently and competently. 3. The term of this Agreement shall commence on November 3, 1997 (the "Effective Date") and shall terminate two years thereafter, unless sooner terminated as hereinafter provided, and shall be subject

Bigmar Inc – STOCK OPTION AGREEMENT (March 31st, 1998)

EXHIBIT 10.56 BIGMAR, INC. STOCK OPTION AGREEMENT UNDER 1997 STOCK OPTION PLAN INCENTIVE STOCK OPTION December , 1997 AGREEMENT entered into by and between Bigmar, Inc., a Delaware corporation with its principal place of business at 9711 Sportsman Club Road, Johnstown, Ohio (the "Company"), and the undersigned employee of the Company (the "Optionee"). A. The Company desires to grant the Optionee a stock option under the Company's 1997 Stock Option Plan (the "Plan") to acquire shares of the Company's Common Stock, $.001 par value per share (the "Shares"). B. Options granted pursuant to the Plan may be designated as either incentive stock options meeting the requirements of section 422 of the Internal Revenue Code of 1986 (the "Code") or non-qualif

Bigmar Inc – STOCK OPTION AGREEMENT (March 31st, 1998)

EXHIBIT 10.55 BIGMAR, INC. STOCK OPTION AGREEMENT UNDER 1997 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION DECEMBER ______, 1997 AGREEMENT entered into by and between Bigmar, Inc., a Delaware corporation with its principal place of business at 9711 Sportsman Club Road, Johnstown, Ohio (the "Company"), and the undersigned employee of the Company (the "Optionee"). A. The Company desires to grant the Optionee a stock option under the Company's 1997 Stock Option Plan (the "Plan") to acquire shares of the Company's Common Stock, $.001 par value per share (the "Shares"). B. Options granted pursuant to the Plan may be designated as either incentive stock options meeting the requirements of section 422 of the Internal Revenue Code of 1986 (the "Code") or non-qua

Bigmar Inc – EMPLOYMENT AGREEMENT (April 15th, 1997)

EMPLOYMENT AGREEMENT This AGREEMENT made as of the 1st day of July, 1996 (hereinafter, the "Effective Date"), by and between Bigmar, Inc., a Delaware corporation (hereinafter, "the Employer" or "Employer"), and Albert Z. Hodge, Jr. (hereinafter, "the Executive" or "Executive"). 1. Commencing on the Effective Date of this Agreement, Employer shall employ Executive as Vice President Quality Assurance to perform the duties normally incident to such positions. 2. Executive agrees to devote all of Executive's business time, efforts, skills and attention to fulfill Executive's duties and responsibilities hereunder faithfully, diligently and competently. 3. The term of this Agreement shall commence upon the Effective Date and shall terminate two years thereafter, unless sooner terminated as hereinafter provided, and shall be subject to automatic annual renewal thereafter unless at least sixty days prior t

Bigmar Inc – CANCELLATION AGREEMENT (April 15th, 1997)

BIGMAR 10-K BIOFERMENT CANCELLATION AGREEMENT ---------------------- entered into between BIGMAR, INC., a Delaware corporation having its place of business at 6660 Doubletree Avenue #20, Columbus, Ohio 43229 USA, hereafter "BIGMAR", duly represented by Mr. John Tramontana, president of BIGMAR and CERBIOS-PHARMA SA, a Swiss corporation having its place of business at via Pian Scairolo 6, 6917 Barbengo, Switzerland, hereafter "CERBIOS", duly represented by Mr. Giuseppe Rovelli, in accordance with the Resolution of the board of directors of Cerbios executed on March 25, 1997, hereto enclosed in original as EXHIBIT A * * * 2 RECITALS Whereas a) on December 14, 1995 Bigmar and the Bioferment division of Cerbios

Bigmar Inc – EMPLOYMENT AGREEMENT (April 15th, 1997)

EMPLOYMENT AGREEMENT -------------------- This AGREEMENT made as of the 1st day of July, 1996 (hereinafter, the "Effective Date"), by and between Bigmar, Inc., a Delaware corporation (hereinafter, "the Employer" or "Employer"), and Peter P. Stoelzle (hereinafter, "the Executive" or "Executive"). 1. Commencing on the Effective Date of this Agreement, Employer shall employ Executive as Executive Vice President to perform the duties normally incident to such positions. 2. Executive agrees to devote all of Executive's business time, efforts, skills and attention to fulfill Executive's duties and responsibilities hereunder faithfully, diligently and competently. 3. The term of this Agreement shall commence upon the Effective Date and shall terminate two years thereafter, unless sooner terminated as hereinafter provided, and shall be subject to automatic annual

Bigmar Inc – LEASE AGREEMENT (April 15th, 1997)

LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is entered into this 31st day of December, 1996, by and between JTECH LABORATORIES, INC., a Delaware corporation ("Lessor") and BIGMAR, INC., a Delaware corporation ("Lessee") on the following terms and conditions: 1. PREMISES. In consideration of the payment by Lessee of the rents hereinafter reserved by Lessor, and the performance and observance by Lessee of all the terms, covenants and conditions hereinafter set forth, said Lessor does hereby demise and lease unto the Lessee that certain real property, known as 9511 Sportsman Club Road, located on a portion of the 8.872 acres of land in Johnstown, Ohio 4303l, as more particularly described in Exhibit "A" attached hereto ("Parcel"), together with all appurtenances thereto and all buildings and improvements to be located thereon, including a certain office/warehouse building, consisting of 8,550 square feet, more or less, to be constructed

Bigmar Inc – CREDIT CONTRACT AND LIBOR MORTGAGE LOAN CONTRACT of 11/26/96 (April 15th, 1997)

TCA Translation /emblem/ Union Bank of Switzerland Corporate Customers Department /address information/ Bigmar Pharmaceuticals SA Our ref: FK11/R.Burkhard/PDU Date: December 13, 1996 9247-507.944 CREDIT CONTRACT AND LIBOR MORTGAGE LOAN CONTRACT of 11/26/96 Dear Sirs, We refer to our previous agreements and hereby confirm to you our agreement to waive the postponement of the loan of SFr. 2,000,000 granted you by Bigmar Inc., Delaware, because the latter has confirmed the promissory note abandonment in the amount of US $1,500,000 claimed against you. The relative postponement clause in our above mentioned contracts should therefore be considered cancelled. All other contractual clauses remain unchanged. To complete our files and to verify the validity of the promissory note abandonment, we still need the following Bigmar Inc.

Bigmar Inc – CANCELLATION AGREEMENT (April 15th, 1997)

BIGMAR 10-K EXHIBIT NO. 10.44 BIOFERMENT LICENSE CANCELLATION AGREEMENT entered into between BIGMAR, INC., a Delaware corporation having its place of business at 6660 Doubletree Avenue #20, Columbus, Ohio, 43229 USA, hereafter "BIGMAR", duly represented by Mr. John Tramontana, president of BIGMAR and CERBIOS-PHARMA SA, a Swiss corporation having its place of business at via Pian Scairolo 6, 6917 Barbengo, Switzerland, hereafter "CERBIOS", duly represented by Mr. Giuseppe Rovelli, in accordance with the Resolution of the board of directors of Cerbios executed on March 25, 1997, hereto enclosed in original as Exhibit A. *** 2 RECITALS Whereas a) on November 14, 1995 Bigmar and the Bioferment division of Cerbios have entered into the License and supply agreement relating to pharm

Bigmar Inc – EMPLOYMENT AGREEMENT (April 15th, 1997)

EMPLOYMENT AGREEMENT -------------------- This AGREEMENT made as of the 1st day of July, 1996 (hereinafter, the "Effective Date"), by and between Bigmar, Inc., a Delaware corporation (hereinafter, "the Employer" or "Employer"), and Peter P. Stoelzle (hereinafter, "the Executive" or "Executive"). 1. Commencing on the Effective Date of this Agreement, Employer shall employ Executive as Executive Vice President to perform the duties normally incident to such positions. 2. Executive agrees to devote all of Executive's business time, efforts, skills and attention to fulfill Executive's duties and responsibilities hereunder faithfully, diligently and competently. 3. The term of this Agreement shall commence upon the Effective Date and shall terminate two years thereafter, unless sooner terminated as hereinafter provided, and shall be subject to automatic annu

Bigmar Inc – CANCELLATION AGREEMENT (April 15th, 1997)

CANCELLATION AGREEMENT entered into between BIGMAR, INC, a Delaware corporation having its place of business at 6660 Doubletree Avenue #20, Columbus, Ohio, 43229 USA, hereafter "BIGMAR", duly represented by Mr. John Tramontana, president of BIGMAR and CERBIOS-PHARMA SA, a Swiss corporation having its place of business at via Pian Scairolo 6, 6917 Barbengo, Switzerland, hereafter "CERBIOS", duly represented by Mr. Giuseppe Rovelli, in accordance with the Resolution of the board of directors of Cerbios executed on March 25, 1997, hereto enclosed in original as Exhibit A. *** 2 RECITALS Whereas a) on November 14, 1995 Bigmar and the Sapec division of Cerbios have entered into the Exclusive distribution and supply agreement relating to the following products: Leucovorin Calcium (Calcium Fo

Bigmar Inc – Libor mortgage loan contract (April 15th, 1997)

/Each page of the original bears one stamp and 3 signatures, and is dated in Barbengo on February 26, 1997/ /emblem/ Union Bank of Switzerland File No. 0247 /507.944 Re: Pharmaceutical products plant in Barbengo Libor mortgage loan contract by and between the UNION BANK OF SWITZERLAND, Via Pretorio 14, 6901 Lugano (hereinafter referred to as UBS) and BIGMAR PHARMACEUTICALS S.A., 6917 Barbango (hereinafter referred to as the debtor). UBS grants the debtor a Libor mortgage loan at a fixed rate for a total of SFr. 2,000,000. (Two million Swiss francs) on the basis of the following conditions: 1. DURATION/PAYMENT The Libor mortgage loan shall be valid from the date of payment until 12/31/2001. Payment shall be made two banking days after receipt of the Libor mortgage loan duly signed by the debtor, provided UBS is able to dispose of the guarantees on that date. 2. INTEREST RATE(S) The debtor sh