Select Therapeutics Inc Sample Contracts

Select Therapeutics Inc – TERMINATION AGREEMENT (December 18th, 2001)

EXHIBIT 2.1 TERMINATION AGREEMENT This Termination Agreement (this "Agreement") is entered into this 3rd day of December, 2001 by and among Cell Science Therapeutics, Inc., a Delaware Corporation ("CST"), Cytomatrix, LLC, a California limited liability company ("CYTO") and Select Therapeutics, Inc., a Delaware Corporation ("SELECT") (each a "Party" and collectively, the "Parties"). WHEREAS, CYTO and SELECT are parties to that certain Joint Venture and Shareholder Agreement dated December 13, 2000 in which they entered into a joint venture by causing the formation of CST (the "Joint Venture Agreement"); WHEREAS, pursuant to the Joint Venture Agreement, each of SELECT and CYTO contributed certain assets as provided therein and, as consideration therefor, received 1,000,000 shares of the common stock of CST, par value $0.0001 per share (the "Shares");

Select Therapeutics Inc – CONSULTING AGREEMENT (October 25th, 2001)

EXHIBIT 10.3 CELL SCIENCE THERAPEUTICS, INC. CONSULTING AGREEMENT This Agreement (the "Agreement"), dated as of June 14, 2001, is between Cell Science Therapeutics, Inc., a Delaware corporation (the "Company"), and Clifford Lingwood PhD, (the "Consultant"). 1. SERVICES 1.1 POSITION: SERVICES. The Company hereby retains the Consultant to perform advisory services in the area of Glycolipid Biochemistry/cell biology (the "Field") as the Company may from time to time reasonably request. Such consulting and advisory services are referred to herein as the "Services." 1.2 COMMITMENT. Consultant agrees to make himself available to render the Services from time to time as requested by the Company at such times and locations as may be mutually agreed, not to exceed a total of 24 hours for the duration of the term, unles

Select Therapeutics Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (October 25th, 2001)

EXHIBIT 4.12 NON-QUALIFIED STOCK OPTION AGREEMENT SELECT THERAPEUTICS INC. AGREEMENT made as of the [ ] day of [ ] 200[], between SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation having a principal place of business in Woburn, Massachusetts, and [ ] (the "Participant"). WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.0001 par value per share (the "Shares"), under and for the purposes set forth in the Company's 2001 Incentive Compensation Plan (the "Plan"); WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and WHEREAS, the Company and the Participant each intend that the Option granted herein shall be a Non-Qualified Option. NOW, THEREFORE, in consid

Select Therapeutics Inc – 2001 INCENTIVE COMPENSATION PLAN (October 25th, 2001)

EXHIBIT 4.11 SELECT THERAPEUTICS, INC. 2001 INCENTIVE COMPENSATION PLAN Article 1 Establishment and Purpose. 1.1 Establishment of the Plan. Select Therapeutics Inc., a Delaware corporation (the "Company" or "Select"), hereby establishes an Incentive Compensation Plan (the "Plan"), as set forth in this document. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of Participants to those of the Company's shareowners, and by providing Participants with an incentive for outstanding performance. 1.3 Effective Date of the Plan. The Plan shall become effective on April 10, 2001, subject to approval by the shareholders within 12 months thereafter. Article 2 Definitions. Whenever used in the Plan, the following terms shall have the meaning

Select Therapeutics Inc – STOCK OPTION AGREEMENT (July 26th, 2001)

STOCK OPTION AGREEMENT AGREEMENT, dated as of October 26, 2000, between SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation with offices at 124 Mount Auburn Street, Suite 200 North, Cambridge, Massachusetts, 02138, and DAWN VAN ZANT (the "Optionee"), residing at 5134 Cliff Drive, Delta, BC, V4M 2C6 Canada. WHEREAS, the Company desires to recognize the Optionee's achievements for the Company and provide additional incentive to the Optionee to utilize the Optionee's utmost efforts to contribute to the Company's future success and prosperity by giving the Optionee an opportunity to purchase shares of its common stock (the "Common Stock"), subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Option Grant. The Company hereby grants to the Optionee the option (the "Option") to purchase 15,000 shares (the "Optioned Shares") of Common Stock from the Company

Select Therapeutics Inc – CLASS E REDEEMABLE COMMON STOCK PURCHASE WARRANT (July 26th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Void after 5:00 P.M., New York Time, on December 31, 2002 Warrant to Purchase __________ Shares of Common Stock CLASS E REDEEMABLE COMMON STOCK PURCHASE WARRANT This Is to Certify That, FOR VALUE RECEIVED, --------------- is entitled to purchase, subject to the provisions of this Warrant, from SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation, at any time on or after February 19, 2001 (the "effective date"), and not later than 5:00 P.M., New York time, on

Select Therapeutics Inc – CLASS D REDEEMABLE COMMON STOCK PURCHASE WARRANT (July 26th, 2001)

THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Void after 5:00 P.M., New York Time, on January 22, 2006 Warrant to Purchase 30,000 Shares of Common Stock CLASS D REDEEMABLE COMMON STOCK PURCHASE WARRANT This Is to Certify That, FOR VALUE RECEIVED, RUBENSTEIN INVESTOR RELATIONS, INC. is entitled to purchase, subject to the provisions of this Warrant, from SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation, at any time on or after January 23, 2001 (the "effective date"), and not later than 5:00 P.M.

Select Therapeutics Inc – RIGHTS AGREEMENT (February 20th, 2001)

SELECT THERAPEUTICS INC. AND FLORIDA ATLANTIC STOCK TRANSFER, INC. AS RIGHTS AGENT RIGHTS AGREEMENT DATED: FEBRUARY 16, 2001 9 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated February 16, 2001 (the "Agreement"), between Select Therapeutics Inc., a Delaware corporation (the "Company"), and Florida Atlantic Stock Transfer, Inc., as Rights Agent (the "Rights Agent"). W I T N E S S E T H WHEREAS, effective February 16, 2001 the Board of Directors of the Company (the "Board") authorized and declared a dividend distribution of one Right for each share of Common Stock (as hereinafter defined) of the Company outstanding at the close of business on February 28, 2001 (the "Record D

Select Therapeutics Inc – JOINT VENTURE AND SHAREHOLDER AGREEMENT (January 11th, 2001)

JOINT VENTURE AND SHAREHOLDER AGREEMENT THIS JOINT VENTURE AND SHAREHOLDER AGREEMENT ("Agreement") is entered into this December 13, 2000 by and between the following parties: Cytomatrix, LLC ("Cytomatrix"), a California limited liability company with a principal place of business at 50 Cummings Park, Woburn, Massachusetts 01801; and Select Therapeutics, Inc. ("Select"), a Delaware corporation with a principal place of business at 124 Mt. Auburn Street, Suite 200N, Cambridge, Massachusetts 02138. WHEREAS, Cytomatrix and Select each carry on a business based on their respective intellectual property of developing, manufacturing, and marketing products in medical and pharmaceutical fields; WHEREAS, Cytomatrix and Select believe that certain business efficiencies could be realized by combining their efforts with respect to certain potential products; and WHEREAS, the parties desire to form on

Select Therapeutics Inc – ACQUISITION PROMISSORY NOTE (November 20th, 2000)

EXHIBIT 1.2(a) ACQUISITION PROMISSORY NOTE U.S.$1,394,400 Sonora, California October 1, 2000 SIERRA DIAGNOSTICS, LLC, a California limited liability company ("Debtor"), for value received, hereby promises to pay to the order of SELECT THERAPEUTICS INC., a Delaware corporation ("Select") in lawful money of the United States at the address of Select set forth below, the Principal Amount (defined below) of this Note, together with interest on the unpaid principal at the Interest Rate (defined below). This Note is made and delivered pursuant to the terms of the Stock Purchase Agreement dated November 3, 2000 between Debtor and Select (the "Stock Purchase Agreement"), and is made subject to the terms of the Stock Purchase Agreement. Debtor's obligations under this Note are secured pursuant to the terms of an IP

Select Therapeutics Inc – IP SECURITY AGREEMENT (November 20th, 2000)

EXHIBIT 1.2(b) IP SECURITY AGREEMENT THIS IP SECURITY AGREEMENT (the "Security Agreement") is made as of November 3, 2000 (the "Closing Date") by and between SELECT THERAPEUTICS INC., a Delaware corporation ("Select" or "Secured Party"), SIERRA DIAGNOSTICS, INC., a California corporation ("Sierra" or "Grantor"), and SIERRA DIAGNOSTICS, LLC, a California limited liability company ("Sierra LLC"). RECITALS A. Sierra LLC and Select have entered into a Stock Purchase Agreement of even date herewith whereby Sierra LLC is acquiring all of the outstanding shares of capital stock of Sierra from Select (the "Stock Purchase Agreement"). B. Pursuant to the terms of the Stock Purchase Agreement, Sierra LLC has delivered to Select an Acquisition Promissory Note dated as of October 1, 2000 (the "Acquisition Promissory Note"). C. To secure payment of Sierra LLC's obligations to Sel

Select Therapeutics Inc – STOCK PURCHASE AGREEMENT (November 20th, 2000)

STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made this November 3, 2000 (the "Closing Date") by and between SELECT THERAPEUTICS INC., a Delaware corporation ("Select"), and SIERRA DIAGNOSTICS, LLC, a California limited liability company ("Buyer"). It is the intent of Select and Buyer to give retroactive effect to the transactions described herein as of October 1, 2000 (the "Effective Date"). RECITALS A. All of the issued and outstanding capital stock of SIERRA DIAGNOSTICS, INC., a California corporation ("Sierra") consists of 1,404 shares of Sierra common stock (the "Sierra Shares"). B. The Sierra Shares were acquired by Select in a transaction (the "1998 Transaction") pursuant to the terms of an agreement (the "1998 Agreement") dated as of October 19, 1998 (the "1998 Closing Date"). C. Select has continued to own all of the Sierra Shares from the 1998 Closing Date thro

Select Therapeutics Inc – ROYALTY AGREEMENT (November 20th, 2000)

ROYALTY AGREEMENT This ROYALTY AGREEMENT (the "Agreement") is made effective as of October 1, 2000 (the "Closing Date" ) by and between SELECT THERAPEUTICS INC., a Delaware corporation ("Select"), SIERRA DIAGNOSTICS, INC., a California corporation ("Sierra"), and SIERRA DIAGNOSTICS, LLC, a California limited liability company ("Sierra LLC"). Article 1 RNA/DNA Protect Shop Rights Licensing. 1.1 Sierra hereby grants to Select a nonexclusive, nontransferable, royalty-free license to sublicense shop rights for RNA/DNA Protect to third parties. Any such sublicenses granted by Select shall be with such sublicensee(s), and pursuant to the terms of a written sublicense agreement(s) between Select and its sublicensee(s), as are approved by Sierra, which approval shall not be unreasonably withheld or delayed. This license granted to Select shall expire on the date of payment in full of all amounts owing under

Select Therapeutics Inc – STOCK OPTION AGREEMENT (November 15th, 2000)

STOCK OPTION AGREEMENT AGREEMENT, dated September 11, 2000, between SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation with offices at 124 Mount Auburn Street, Suite 200 North, Cambridge, Massachusetts, 02138, and BONNI DUTCHER (the "Optionee"), residing at 13304 Sunny Brook Place, Potomac, Maryland 20854. WHEREAS, in consideration for the termination of optionee's consulting agreement with the Company dated May 18, 2000, the Company desires to give the Optionee an opportunity to purchase shares of its common stock (the "Common Stock"), subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Option Grant. The Company hereby grants to the Optionee the option (the "Option") to purchase 15,000 shares (the "Optioned Shares") of Common Stock from the Company at a price of US $4.00 per share. The Optionee shall hav

Select Therapeutics Inc – STOCK OPTION AGREEMENT (September 28th, 2000)

STOCK OPTION AGREEMENT AGREEMENT, dated as of March 2, 2000, between SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation with offices at 124 Mount Auburn Street, Suite 200 North, Cambridge, Massachusetts, 02138, and DAWN VAN ZANT (the "Optionee"), residing at 145 Tyee Drive, Number 1573, Point Roberts, Washington 98281. WHEREAS, the Company desires to recognize the Optionee's achievements for the Company and provide additional incentive to the Optionee to utilize the Optionee's utmost efforts to contribute to the Company's future success and prosperity by giving the Optionee an opportunity to purchase shares of its common stock (the "Common Stock"), subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Option Grant. The Company hereby grants to the Optionee the option (the "Option") to purchase 25,000 shares (th

Select Therapeutics Inc – STOCK OPTION AGREEMENT (September 28th, 2000)

STOCK OPTION AGREEMENT AGREEMENT, dated as of March 2, 2000, between SELECT THERAPEUTICS INC. (the "Company"), a Delaware corporation with offices at 124 Mount Auburn Street, Suite 200 North, Cambridge, Massachusetts, 02138, and DAWN VAN ZANT (the "Optionee"), residing at 145 Tyee Drive, Number 1573, Point Roberts, Washington 98281. WHEREAS, the Company desires to recognize the Optionee's achievements for the Company and provide additional incentive to the Optionee to utilize the Optionee's utmost efforts to contribute to the Company's future success and prosperity by giving the Optionee an opportunity to purchase shares of its common stock (the "Common Stock"), subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Option Grant. The Company hereby grants to the Optionee the option (the "Option") to purchase 25,000 shares (th

Select Therapeutics Inc – CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT (September 28th, 2000)

THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Void after 5:00 P.M., New York Time, on September 30, 2002 Warrant to Purchase _______Shares of Common Stock CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANT This Is to Certify That, FOR VALUE RECEIVED, is entitled to purchase, subject to the provisions of this Warrant, from SELECT THERAPEUTICS, INC. (the "Company"), a Delaware corporation, at any time on or after October 1, 1999 (the "effective date"), and not later than 5:00 P.M., New York time, on September 30, 2002, thirty-four tho

Select Therapeutics Inc – CLASS C REDEEMABLE COMMON STOCK PURCHASE WARRANT (September 28th, 2000)

THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Void after 5:00 P.M., New York Time, on December 31, 2002 Warrant to Purchase _________ Shares of Common Stock CLASS C REDEEMABLE COMMON STOCK PURCHASE WARRANT This Is to Certify That, FOR VALUE RECEIVED, ------------------- is entitled to purchase, subject to the provisions of this Warrant, from SELECT THERAPEUTICS, INC. (the "Company"), a Delaware corporation, at any time on or after April 1, 2000 (the "effective date"), and not later than 5:00 P.M., New York t

Select Therapeutics Inc – CLASS B REDEEMABLE COMMON STOCK PURCHASE WARRANT (September 28th, 2000)

THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. Void after 5:00 P.M., New York Time, on December 31, 2002 Warrant to Purchase ________ Shares of Common Stock CLASS B REDEEMABLE COMMON STOCK PURCHASE WARRANT This Is to Certify That, FOR VALUE RECEIVED, is entitled to purchase, subject to the provisions of this Warrant, from SELECT THERAPEUTICS, INC. (the "Company"), a Delaware corporation, at any time on or after November 11, 1999 (the "effective date"), and not later than 5:00 P.M., New York time, on December 31, 2002, thirteen thou

Select Therapeutics Inc – LICENSE AGREEMENT (September 16th, 1999)

EXHIBIT 10.1 LICENSE AGREEMENT This Agreement is made this 1st day of September, 1993 between Temple University Of The Commonwealth System of Higher Education, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having a principal place of business at Broad Street and Montgomery Avenue, Philadelphia, Pennsylvania and Sierra Diagnostics, a corporation organized and existing under the laws of the State of California, having a principal place of business at 15785 Shady Oak Drive, Sonora, California 95370. WHEREAS, Temple University - Of The Commonwealth System of Higher Education is the assignee of the entire interest in United States Patent Number 4,446,230 issued May 1, 1984 entitled "Test Method for the Laboratory Diagnosis of Gonorrhea and Test Strain of Neisseria Gonorrhoeae"; and WHEREAS, Sierra Diagnostics desires to obtain an exclusive worldwide lic

Select Therapeutics Inc – Re: Consulting Service Contract (September 16th, 1999)

EXHIBIT 10.5 SELECT THERAPEUTICS INC. #300 , 50 O=Connor Street Ottawa, Ontario K1P 6L2 CANADA Telephone: 613-721-6751 Fax: 613-721-6752 1 January 1999 PRESCIENCE Holdings Attn: Craig Sibley Re: Consulting Service Contract Further to our discussions and past practice this memo confirms that SELECT Therapeutics (Canada) Inc. intends to utilize your services in conjunction with: -liaison with UofT and HSC -sourcing and managing research and IP acquisition -liaison with scientific and medical advisors -program management for ASCT and marrow programs You will work as an independent contractor and be paid on a gross basis with no deductions or insurance coverage. You will be responsible for billing any applicable taxes such as GST. SELECT will reimburse you f

Select Therapeutics Inc – Re: Consulting Service Contract (September 16th, 1999)

EXHIBIT 10.6 SELECT THERAPEUTICS INC. #300 , 50 O=Connor Street Ottawa, Ontario K1P 6L2 CANADA Telephone: 613-721-6751 Fax: 613-721-6752 1 January 1999 Cliff Lingwood @HSC Re: Consulting Service Contract Further to our discussions and past practice this memo confirms that SELECT Therapeutics (Canada) Inc. intends to utilize your services in conjunction with: -research evaluation and technology assessment -sourcing and managing research and IP acquisition -liaison with scientific and medical advisors This consulting is separate from research sponsored by the Company at HSC. You will work as an independent contractor and be paid on a gross basis with no deductions or insurance coverage. You will be responsible for billing any applicable taxes such as GST. SELECT will r

Select Therapeutics Inc – LEASE AGREEMENT (September 16th, 1999)

EXHIBIT 10.3 LEASE AGREEMENT DATE: July 1, 1999 LESSOR: H & H Properties P.O. Box 547 San Jose, CA 95106 LESSEE: Sierra Diagnostics, Inc. 21109 Longeway Rd., Unit "B" Sonora, CA 95370 Notices: All notices and demands required to be sent to the Lessor or Lessee under the terms of this Lease shall be personally delivered or sent by certified or registered mail to the addresses indicated above or to such other addresses as the parties may from time to time designated by notice. 1. Premises: Lessor hereby leases to Lessee, and Lessee hereby hires and takes from Lessor, for the term, the rental and upon the conditions hereinafter set forth, those certain premises hereinafter referred to as "the premises", located in the County of Tuolumne, State of California, described as a manufacturing building consisting of 7,606 square feet located at 21109 Longeway Road, Suite "A, B, & C." 2. Special P