Vasogen Inc Sample Contracts

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VASOGEN INC. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2
Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
VASOGEN INC. a corporation incorporated under the laws of Canada;
Employment Agreement • May 31st, 2001 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
and
Shareholder Rights Plan Agreement • April 21st, 2006 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario
VASOGEN INC. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2
Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
STRICTLY PRIVATE & CONFIDENTIAL
Vasogen Inc • September 10th, 2009 • Surgical & medical instruments & apparatus • Ontario

This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”).

VASOGEN INC. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2
Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
VASOGEN INC. VASOGEN IRELAND LIMITED c/o Vasogen Inc. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2 November 3, 2005
Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
ARRANGEMENT AGREEMENT
Merger Agreement • August 26th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario

INTELLIPHARMACEUTICS CORP., an unlimited liability corporation incorporated under the laws of the Province of Nova Scotia

DISTRIBUTION AND LICENSE AGREEMENT BY AND AMONG VASOGEN INC., VASOGEN IRELAND LIMITED AND GRUPO FERRER INTERNACIONAL, S.A. APRIL 18, 2007
Distribution and License Agreement • April 19th, 2007 • Vasogen Inc • Surgical & medical instruments & apparatus • England

THIS DISTRIBUTION AND LICENSE AGREEMENT (this "Agreement") is made and entered into as of this 18th day of April 2007 (the "Effective Date"),

VASOGEN INC. VASOGEN IRELAND LIMITED c/o Vasogen Inc. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2
Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
VOTING AGREEMENT
Voting Agreement • September 10th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 14, 2009 by and between IntelliPharmaCeutics Ltd., a Delaware corporation (the “Company”), Vasogen Inc., a company incorporated under the laws of Canada (“Vasogen”), and the undersigned stockholder (“Stockholder”) in the Company. Certain capitalized terms used in this Agreement are defined in Section 6 hereof.

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STRICTLY PRIVATE & CONFIDENTIAL
Letter Agreement • September 10th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario

This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”).

STRICTLY PRIVATE & CONFIDENTIAL
Arrangement Agreement • September 28th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario

This letter is sent to you by each of IntelliPharmaCeutics Ltd. (“IPC”) and a company with which IPC would like to complete the transactions described below (the “Transactions”), which company is called Vasogen Inc. (“Vasogen”).

9,005,000 Shares VASOGEN INC. Common Shares (without nominal or par value) PLACEMENT AGENT AGREEMENT
Agent Agreement • January 28th, 2005 • Vasogen Inc • Surgical & medical instruments & apparatus • New York

Vasogen Inc., a corporation continued under the Canada Business Corporations Act (the "Company"), proposes to sell to the Purchasers (as defined below), pursuant to the terms of this Placement Agent Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") entered into with the purchasers identified therein (each a "Purchaser" and, collectively, the "Purchasers"), an aggregate of 9,005,000 common shares, without nominal or par value (the "Common Shares"), of the Company. The aggregate of 9,005,000 common shares so proposed to be sold is hereinafter referred to as the "Shares." The Company hereby confirms its agreement with the placement agents named in Schedule I attached hereto (the "Placement Agents"). SG Cowen & Co., LLC is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the "Representative." Certain terms used herein are defined in Section 13 hereof.

VASOGEN INC. VASOGEN IRELAND LIMITED c/o Vasogen Inc. 2505 Meadowvale Boulevard Mississauga, Ontario Canada L5N 5S2
Vasogen Inc • November 4th, 2005 • Surgical & medical instruments & apparatus • New York
CERVUS LP AND CERVUS GP SECURITYHOLDER SUPPORT AGREEMENT
Vasogen Inc • August 26th, 2009 • Surgical & medical instruments & apparatus • Alberta

This letter agreement sets out the terms and conditions upon which the Supporting Securityholder agrees, among other things, to support the Arrangement.

ARRANGEMENT AGREEMENT Between CERVUS LP and CERVUS GP LTD. and VASOGEN INC. August 14, 2009
Arrangement Agreement • August 26th, 2009 • Vasogen Inc • Surgical & medical instruments & apparatus • Ontario

WHEREAS the Vendor desires to sell to the Purchaser, and the Purchaser desires to purchase from the Vendor, all of the Assets (as defined below); and

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