Omnicorder Technologies Inc – EXCLUSIVE LICENSE AGREEMENT (February 11th, 1999)Exhibit 10(iii) Confidential treatment requested as to portions of this exhibit. These portions filed separately with the Commission. EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (hereinafter "Agreement") is entered into by and between Lockheed Martin Corporation a Delaware corporation acting through its Vought Systems (the "LICENSOR"), having its principal place of business at PO Box 650003, Dallas, Texas and OmniCorder Technologies, Inc. (the "LICENSEE"), a corporation organized under the laws of Delaware and having a principal place of business at 25 Loop Road, Stony Brook, New York 11790 as of the 29 day of September 1998 (hereinafter "Effective Date"). WITNESSETH: WHEREAS, the LICENSOR is the owner of the Subject Technology as defined below; and WHEREAS, the LICENSOR is willing to grant to the LICENSEE a royalty bearing, worldwide, exclusi
Omnicorder Technologies Inc – THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE (January 28th, 1999)Exhibit 10(vii) THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. December 15, 1997 OMNICORDER TECHNOLOGIES, INC. In consideration of Forty Thousand ($40,000) Dollars, the receipt of which is hereby acknowledged by OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with an address at 25 E. Loop Road, Stony Brook, New York 11790 (the "Company"), RICHARD A. LIPPE or assigns is hereby granted a warrant to purchase up to $180,000 of the equity and/or debt securities sold by the Company in any Private Offering (as hereinafter defined) consummated by the Company upon the same terms such equity and/or debt securities are sold, as more particularly described in Section 6 hereof. This Warrant shall be exercisable at any time commenc
Omnicorder Technologies Inc – THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE (January 28th, 1999)Exhibit 10(viii)(b) THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. February 15, 1998 OMNICORDER TECHNOLOGIES, INC. In consideration of the deferral of up to Twenty Thousand ($20,000) Dollars in legal services and other good and valuable consideration, the receipt of which is hereby acknowledged by OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with an address at 25 E. Loop Road, Stony Brook, New York 11790 (the "Company"), MELTZER, LIPPE, GOLDSTEIN, WOLF & SCHLISSEL, P.C. or assigns is hereby granted a warrant to purchase up to $90,000 of the equity and/or debt securities sold by the Company in any Private Offering (as hereinafter defined) consummated by the Company upon the same terms such equity and/or debt securities are sold, as more
Omnicorder Technologies Inc – THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE (January 28th, 1999)Exhibit 10(viii)(a) THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. December 15, 1997 OMNICORDER TECHNOLOGIES, INC. In consideration of the deferral of up to Seventy Five Thousand ($75,000) Dollars in legal services and other good and valuable consideration, the receipt of which is hereby acknowledged by OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with an address at 25 E. Loop Road, Stony Brook, New York 11790 (the "Company"), MELTZER, LIPPE, GOLDSTEIN, WOLF & SCHLISSEL, P.C. or assigns is hereby granted a warrant to purchase up to $337,500 of the equity and/or debt securities sold by the Company in any Private Offering (as hereinafter defined) consummated by the Company upon the same terms such equity and/or debt securities are sold,
Omnicorder Technologies Inc – EXCLUSIVE LICENSE AGREEMENT (December 9th, 1998)Exhibit 10(iii) Confidential Treatment requested as to portions of this exhibit. These portions filed separately with the Commission. EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (hereinafter "Agreement") is entered into by and between Lockheed Martin Corporation a Delaware corporation acting through its Vought Systems (the "LICENSOR"), having its principal place of business at PO Box 650003, Dallas, Texas and OmniCorder Technologies, Inc. (the "LICENSEE"), a corporation organized under the laws of Delaware and having a principal place of business at 25 Loop Road, Stony Brook, New York 11790 as of the 29 day of September 1998 (hereinafter "Effective Date"). WITNESSETH: WHEREAS, the LICENSOR is the owner of the Subject Technology as defined below; and WHEREAS, the LICENSOR is willing to grant to the LICENSEE a royalty bearing, worldw
Omnicorder Technologies Inc – EMPLOYMENT AGREEMENT (December 9th, 1998)Exhibit 10(v) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of this 1st day of October, 1998, by and between OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 25 E. Loop Road, Stony Brook, New York 11790 (the "Company") and Kevin B McQuade, an individual residing at 4 Applewood Drive, Hopewell, NJ 08525 (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive as the Chief Financial Officer and wishes to acquire and be assured of Executive's continued services on the terms and conditions hereinafter set forth; WHEREAS, the Executive desires to be employed by the Company as the Chief Financial Officer and to perform and to serve the Company on the terms and conditions hereinafter set forth; and NOW THEREFORE, in consideration of the
Omnicorder Technologies Inc – OPTION AGREEMENT TO PURCHASE EXCLUSIVE (October 23rd, 1998)Exhibit 10(i)(a) OPTION AGREEMENT TO PURCHASE EXCLUSIVE LICENSE TO USE PATENT RIGHTS This option agreement (the "AGREEMENT") is between OmniCorder Technologies, Inc. of 541 South Ocean Avenue, Patchogue, New York, 11772, hereinafter called SPONSOR, and Michael Anbar of 145 Deer Run Road, Amherst, New York 14221, hereinafter called SCIENTIST is as follows: In consideration of good and valuable services, including extensive efforts by SPONSOR to market the technology of Dynamic Area Telethermometry, and the consideration of One Dollar ($1.00), paid to SCIENTIST, receipt of which is hereby acknowledged, SCIENTIST hereby gives and grants to SPONSOR, and assigns, the exclusive option, to license on an exclusive basis, U.S. PATENT application #08/368,161, filed January 3, 1995 entitled "Detection of cancerous lesions by their effect on the periodic modulation of perfusion in
Omnicorder Technologies Inc – EXCLUSIVE LICENSE AGREEMENT (October 23rd, 1998)Exhibit 10(iii) EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (hereinafter "Agreement") is entered into by and between Lockheed Martin Corporation a Delaware corporation acting through its Vought Systems (the "LICENSOR"), having its principal place of business at PO Box 650003, Dallas, Texas and OmniCorder Technologies, Inc. (the "LICENSEE"), a corporation organized under the laws of Delaware and having a principal place of business at 25 Loop Road, Stony Brook, New York 11790 as of the 29 day of September 1998 (hereinafter "Effective Date"). WITNESSETH: WHEREAS, the LICENSOR is the owner of the Subject Technology as defined below; and WHEREAS, the LICENSOR is willing to grant to the LICENSEE a royalty bearing, worldwide, exclusive license to practice the Subject Technology in certain Fields as defined below on the terms, and subject to the condi
Omnicorder Technologies Inc – AMENDMENT (October 23rd, 1998)Exhibit 10(i)(b) AMENDMENT In consideration of good and valuable services, including extensive efforts by SPONSOR to market the technology of Dynamic Area Telethermometry, and the consideration of One Dollar ($1.00), paid to SCIENTIST, receipt of which is hereby acknowledged, SCIENTIST and SPONSOR hereby agree to amend and restate certain sections of SECTION TWO and all of SECTION FIVE as follows: TWO: OTHER GOOD AND VALUABLE CONSIDERATIONS: 2. The SPONSOR shall provide the SCIENTIST with the use, at the earliest possible date, but within 12 months following the exercise of this OPTION, and for the period of the GRANT, of an infrared camera manufactured by "Amber Company" which utilizes a Quantum Well Infrared Photodetector developed by the "Jet Propulsion Laboratory" in Pasadena, CA, or a devise with substantially the same performance specifications ("D
Omnicorder Technologies Inc – EMPLOYMENT AGREEMENT (October 23rd, 1998)Exhibit 10(iv) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made this 31st day of December, 1997, by and between OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with its principal place of business at 25 E. Loop Road, Stony Brook, New York 11790 (the "Company") and MARK FAUCI, an individual residing at 541 S. Ocean Avenue, Patchogue, New York 11772 (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive as President and Chief Executive Officer and wishes to acquire and be assured of Executive's continued services on the terms and conditions hereinafter set forth; WHEREAS, the Executive desires to be employed by the Company as President and Chief Executive Officer and to perform and to serve the Company on the terms and conditions hereinafter set forth; and NOW THEREFORE,
