Pilot Therapeutics Holdings Inc – PRESS RELEASE (March 22nd, 2007)Pilot Therapeutics Holdings, Inc. ("Pilot") today filed a Form 15 with the Securities and Exchange Commission to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. Pilot expects the deregistration to become effective within 90 days of the filing with the SEC.
Pilot Therapeutics Holdings Inc – PRESS RELEASE (January 3rd, 2007)Pilot Therapeutics Holdings, Inc. ("Pilot") has reengaged American Stock Transfer and Trust Company as its stock transfer agent and registrar to handle stock transfer issues as it re-establishes itself following three years of dormancy.
Pilot Therapeutics Holdings Inc – ) LEASE AGREEMENT (November 14th, 2002)EXHIBIT 10.18 STATE OF SOUTH CAROLINA ) ) LEASE AGREEMENT COUNTY OF BERKELEY ) THIS LEASE AGREEMENT (the "Lease") executed as of this 31st day of October 2002, by and between BLACKBAUD, LLC., a South Carolina Corporation ("Landlord") and PILOT THERAPEUTICS, INC., a North Carolina corporation ("Tenant"). WITNESSETH: WHEREAS, Landlord leases certain property from Duck Pond Creek, LLC ("the Master Landlord") pursuant to that certain lease agreement dated October 13, 1999 (the "Master Lease") attached hereto as Exhibit A; and WHEREAS, Landlord desires to sublease to Tenant, and Tenant desires to sublease from Landlord a portion of the property under the Master Lease to the Tenant. NOW, THEREFORE, for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) in hand paid by Ten
Pilot Therapeutics Holdings Inc – CONVERTIBLE UNSECURED DEMAND PROMISSORY NOTE (November 14th, 2002)EXHIBIT 10.16 CONVERTIBLE UNSECURED DEMAND PROMISSORY NOTE September 27, 2002 FOR VALUE RECEIVED, the undersigned, PILOT THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the "COMPANY"), having an address at 101 N. Chestnut Street, Suite 102, Winston-Salem, North Carolina 27101, attention: Floyd "Ski" Chilton III, PhD., President, Chief Executive Officer and Chief Scientific Officer, hereby promises to pay to the order of Academy Centennial Fund, LLC (the "LENDER"), at such place as the Lender may designate by written notice to the Company, the principal sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000) plus interest on the principal balance hereof at a per annum rate of 5.0%, Unless this Note is earlier redeemed, the principal amount of this Note and all accrued interest thereon shall be payable on the earlier of (i) December
Pilot Therapeutics Holdings Inc – OPTION AGREEMENT (October 1st, 2002)EXHIBIT 10.15 OPTION AGREEMENT KINGS, INC. WESTON CENTRE BOWATER HOUSE 68 KNIGHTSBRIDGE LONDON SW1X7LQ September 24, 2002 Pilot Therapeutics, Inc. 101 N. Chestnut Street, Albert Hall Winston Salem, NC 27101 Attention: Floyd H. "Ski" Chilton III, PhD. President, Chief Executive Officer and Chief Scientific Officer Re: Option Agreement Dear Ski: Kings, Inc. ("Kings") and Pilot Therapeutics, Inc. ("Pilot") acknowledge and agree that Kings has in its possession and/or under its control approximately 900 metric tons of borage seed ("Seed") and/or Seed converted into borage oil ("Oil"). Seed and O
Pilot Therapeutics Holdings Inc – PURCHASE AGREEMENT (October 1st, 2002)Exhibit 10.14 PURCHASE AGREEMENT dated as of September 1, 2002 by and among PILOT THERAPEUTICS HOLDINGS, INC. and PILOT THERAPEUTICS, INC. and KINGS, INC. PURCHASE AGREEMENT This Purchase Agreement (the "Agreement"), dated as of September 1, 2002, by and among PILOT THERAPEUTICS HOLDINGS, INC., a company incorporated in Delaware ("Pilot"), PILOT THERAPEUTICS, INC., a company incorporated in North Carolina and a wholly-owned subsidiary of Pilot ("Subsidiary"), and KINGS, INC., a company incorporated in Delaware ("Kings"). W I T N E S S E T H: WHEREAS,
Pilot Therapeutics Holdings Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (July 23rd, 2002)EXHIBIT 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PILOT THERAPEUTICS HOLDINGS, INC. Pursuant to Section 242 and Section 245 of the General Corporation Law of Delaware (the "DGCL"), the undersigned corporation hereby submits the following for the purpose of amending and restating its Certificate of Incorporation and does hereby certify as follows. 1. The name of the corporation is Pilot Therapeutics Holdings, Inc. The corporation's original Certificate of Incorporation was filed on October 9, 2001. 2. The corporation's Certificate of Incorporation is hereby amended and restated in its entirety, as set forth in the text of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit A. 3. This Amended and Restated Certificate of Incorporation was duly adopted in accordance
Pilot Therapeutics Holdings Inc – AGREEMENT (May 15th, 2002)EXHIBIT 10.9 AGREEMENT Supply of Borage and Echium Oil KINGS INC.(1) PILOT THERAPEUTICS, INC.(2) DATE April 2002 PARTIES (1) KINGS INC., a company incorporated in England and Wales and whose registered office is at Weston Centre, Bowater House, 68 Knightsbridge, London SW1X 7LQ ("Kings"); (2) PILOT THERAPEUTICS, INC., a company incorporated in North Carolina, United States ("Pilot") INTRODUCTION (A) Pilot is a natural and pharmaceutical product development company involved in the manufacture of medicinal foods and pharmaceutical products. (B) Kings is a company involved in the contract growing, extraction, production and supply of the Product. (C) Pilot wishes to appoint Kings as a producer of Finished Product and to purchase the Finished Product from Kings, and Kings has agreed to
Pilot Therapeutics Holdings Inc – AMENDMENT TO LOAN AGREEMENT (December 21st, 2001)Exhibit 4.1 AMENDMENT TO LOAN AGREEMENT Reference is made to: (i) the Loan Agreement dated as of June 22, 2001 (the "Loan Agreement") between Pilot Therapeutics, Inc., a North Carolina corporation ("Pilot"), and PharmaBio Development Inc., a North Carolina corporation ("PharmaBio"); (ii) Pilot Therapeutics Holdings, Inc., a Delaware corporation and owner of all of the capital stock of Pilot ("Holdings"); (iii) the transaction completed on August 24, 2001 whereby Interallied Group, Inc., a Nevada corporation and the predecessor of Holdings ("Interallied"), acquired all of the capital stock of Pilot (the "Acquisition Transaction"); and (iv) the transaction on October 2, 2001 whereby Interallied reincorporated from Nevada to Delaware by merger into Holdings (the "Reincorporation Transaction"). For good and valuable consideration, the receipt and sufficiency of which ar
Pilot Therapeutics Holdings Inc – CERTIFICATE OF INCORPORATION (December 14th, 2001)EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF PILOT THERAPEUTICS HOLDINGS, INC. ARTICLE I The name of the Corporation is Pilot Therapeutics Holdings, Inc. ARTICLE II The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is The Corporation Trust Company. ARTICLE III The purpose of the Corporation is to engage, directly or indirectly, in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. ARTICLE IV The agg
Pilot Therapeutics Holdings Inc – Press Release (December 14th, 2001)EXHIBIT 99.2 Press Release SOURCE: Pilot Therapeutics Holdings, Inc. INTERALLIED GROUP INC. CHANGES NAME TO PILOT THERAPEUTICS HOLDINGS, INC. WINSTON-SALEM, N.C., Dec. 6 /PRNewswire/ -- Interallied Group, Inc. (OTC Bulletin Board: ILRG.OB - news), a Nevada corporation ("ILRG"), has reincorporated under the laws of Delaware and changed its name to Pilot Therapeutics Holdings, Inc. (OTC Bulletin Board: PLTT.OB - news; "Pilot"). The Company's stock, which formerly traded on the Nasdaq Over-the-counter Bulletin Board under ILRG.OB, will now be on traded on the Nasdaq Over-the-counter Bulletin Board under PLTT.OB. This culminates Pilot's transition from a privately held company. Dr. Chilton, Founder and CEO of Pilot said, "I am extremely excited about the rapid development of Pilot over the past six months. This latest step clearly represents the achievement of another critical milestone in Pilot
Pilot Therapeutics Holdings Inc – AGREEMENT AND PLAN OF MERGER (December 14th, 2001)EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGER PILOT THERAPEUTICS HOLDINGS, INC., A DELAWARE CORPORATION, AND INTERALLIED GROUP, INC., A NEVADA CORPORATION THIS AGREEMENT AND PLAN OF MERGER, dated as of October 10, 2001 (the "Agreement"), is entered into by and between PILOT THERAPEUTICS HOLDINGS, INC., a Delaware corporation ("Pilot") with its principal address at 1101 North Chestnut Street, Winston-Salem, North Carolina 27101, and INTERALLIED GROUP, INC., a Nevada corporation ("ILRG") with its principal address at 1101 North Chestnut Street, Winston-Salem, North Carolina 27101. Pilot and ILRG are sometimes referred to herein as the "Constituent Corporations." RECITALS A. Pilot is a
Interallied Group Inc /Nv/ – LOAN AGREEMENT (November 14th, 2001)Exhibit 4.2 LOAN AGREEMENT THIS LOAN AGREEMENT is dated and entered into as of June 22, 2001 (the "Effective Date") by and between PILOT THERAPEUTICS, INC., a North Carolina corporation ("Borrower"), and PHARMABIO DEVELOPMENT INC., a North Carolina corporation ("Lender"). WHEREAS, Borrower and Lender are parties to an Investment and Royalty Agreement (the "Investment Agreement"), dated as of the same date hereof; WHEREAS, in connection with the Investment Agreement, Lender is willing to extend certain credit facilities to Borrower, subject to and upon the terms and conditions of this Agreement; and WHEREAS, Borrower and Innovex LP, an Affiliate of Lender, are parties to a Commercialization Agreement (the "Commercialization Agreement"), dated as of the date hereof; NOW, THEREFORE, for good and valuable consideration, the receipt and s
Interallied Group Inc /Nv/ – SECURITY AGREEMENT (November 14th, 2001)Exhibit 4.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is dated and entered into as of June 22, 2001, by and between PILOT THERAPEUTICS, Inc., a North Carolina corporation ("Borrower"), and PHARMABIO DEVELOPMENT INC., a North Carolina corporation ("Lender"). WITNESSETH: WHEREAS, Borrower and Lender are parties to a Loan Agreement (as amended, modified or supplemented from time to time, the "Loan Agreement") dated as of the same date hereof, pursuant to which, among other things, Borrower is delivering to Lender the Note (as defined in the Loan Agreement); and WHEREAS, it is a condition precedent to the performance of Lender under the Loan Agreement that Borrower enter into this Agreement; NOW, THEREFORE, in consideration of the benefits to Borrower, the receipt and legal sufficiency of which are hereby acknowledged, Borrower hereby mak
Interallied Group Inc /Nv/ – LICENSE AGREEMENT (November 14th, 2001)Exhibit 10.3 LICENSE AGREEMENT This License Agreement (this "Agreement") effective as of this 11th day of December, 1998, between Wake Forest University, an educational institution organized under the laws of the state of North Carolina, having its principal offices at Winston-Salem, North Carolina 27109 ("Wake Forest"), and Pilot Biotechnologies, Inc., a North Carolina corporation with its principal offices at Winston-Salem, North Carolina (the "Company"). The parties hereto agree as follows: 1. Definitions For all purposes of this Agreement the following terms, as used herein, will have the meanings specified below: 1.1 "Affiliate" of a specified Person means a Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. For purposes of this Agreement, the direct
Interallied Group Inc /Nv/ – INVESTMENT AND ROYALTY AGREEMENT (November 14th, 2001)Exhibit 10.5 [REDACTED - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND IS DENOTED HEREIN BY **.] INVESTMENT AND ROYALTY AGREEMENT This Investment and Royalty Agreement (the "Agreement") is made as of June 22, 2001, by and between Pilot Therapeutics, Inc., a North Carolina corporation ("Pilot"), and PharmaBio Development, Inc., a North Carolina corporation ("PharmaBio"). BACKGROUND AND OVERVIEW A. Pilot and Innovex LP ("Innovex"), an Affiliate of PharmaBio, have executed a Commercialization Agreement (herein so called) on the date hereof, pursuant to which Innovex will provide exclusive Sales Force Services in the United States for the Product. B. Pilot and PharmaBio have agreed that PharmaBio will fund certain of the Sales Force Services and issue a loan commitment to Pilot, pursuant to the terms and conditions s
Interallied Group Inc /Nv/ – PROMISSORY NOTE (November 14th, 2001)Exhibit 4.1 PROMISSORY NOTE $6,000,000 June 22, 2001 FOR VALUE RECEIVED, PILOT THERAPEUTICS, INC., a North Carolina corporation ("Borrower"), hereby promises to pay to the order of PHARMABIO DEVELOPMENT INC., a North Carolina corporation ("Lender"), in lawful money of the United States of America in immediately available funds, the principal sum of Six Million Dollars ($6,000,000) or, if less, the aggregate unpaid principal amount of all Advances (as defined in the Loan Agreement referred to below) made by Lender to Borrower pursuant to the Loan Agreement (as defined below), together with accrued and unpaid interest thereon, on or before the Maturity Date (as defined in the Loan Agreement). The interest shall accrue on the unpaid principal amount of each Advance at the rates and in the manner provided in the Loan Agr
Interallied Group Inc /Nv/ – LICENSE AGREEMENT (November 14th, 2001)Exhibit 10.7 [REDACTED - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND IS DENOTED HEREIN BY **.] LICENSE AGREEMENT LICENSE AGREEMENT, dated as of October 3, 2001, between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation ("BMS"), and PILOT THERAPEUTICS, INC., a North Carolina corporation ("Pilot"). PRELIMINARY STATEMENTS A. BMS is the owner of all right, title and interest in and to certain patents and patent applications covering BMS-270,394. B. Pilot wishes to obtain a license from BMS to make, use, offer for sale and sell products covered by BMS' patents, and BMS is willing to grant to Pilot such license, on the terms and conditions set forth hereinafter. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereinafter contained, the parties agree as fo
Interallied Group Inc /Nv/ – COMMERCIALIZATION AGREEMENT (November 14th, 2001)Exhibit 10.6 [REDACTED - OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION AND IS DENOTED HEREIN BY **.] COMMERCIALIZATION AGREEMENT AMONG PILOT THERAPEUTICS INC. AND INNOVEX LP TABLE OF CONTENTS PAGE ARTICLE 1 SERVICES OVERVIEW; INNOVEX EXCLUSIVITY............................1 1.1 Definitions................................................1 1.2 Overview; Pilot Engagement of Innovex......................1 1.3 Innovex Exclusive Rights...................................1 1.4 Retained Rights by Pilot...................................1 ARTICLE 2 COMMITTEES.....
Interallied Group Inc /Nv/ – RESEARCH AGREEMENT (November 14th, 2001)Exhibit 10.4 RESEARCH AGREEMENT THIS RESEARCH AGREEMENT, is by and between PILOT BIOTECHNOLOGIES INC., a corporation organized under the laws of the State of North Carolina, whose offices are located at Albert Hall, 101 North Chestnut Street, Winston-Salem, NC 27101 (the "Company"), and WAKE FOREST UNIVERSITY SCHOOL OF MEDICINE, an educational institution organized under the laws of the State of North Carolina, whose offices are located at Medical Center Boulevard, Winston-Salem, North Carolina 27157 (hereinafter called "Wake Forest"). Wake Forest and the Company agree as follows: 1. Wake Forest will perform sponsored research for the Company in the field of arachidonic acid metabolism and in other fields as mutually agreed by the parties on terms as specifically agreed to by the parties from time
Interallied Group Inc /Nv/ – 2001 STOCK INCENTIVE PLAN (November 14th, 2001)EXHIBIT 10.2 INTERALLIED GROUP, INC. 2001 STOCK INCENTIVE PLAN INTERALLIED GROUP, INC. 2001 STOCK INCENTIVE PLAN Section 1. Purpose. The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company's business and to afford such persons an opportunity to acquire a proprietary interest in the Company. Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: (a) "Affiliate" shall mean (i) any entity that, directly or indirectly throug
Interallied Group Inc /Nv/ – 1998 STOCK OPTION PLAN (November 14th, 2001)Exhibit 10.1 PILOT THERAPEUTICS, INC. 1998 STOCK OPTION PLAN (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 19, 2000) PILOT THERAPEUTICS, INC. 1998 STOCK OPTION PLAN 1. PURPOSE The purpose of the Pilot Therapeutics, Inc. 1998 Stock Option Plan, as amended and restated (formerly, the Pilot Biotechnologies, Inc. 1998 Stock Option Plan) (the "Plan"), is to encourage and enable selected employees, directors, independent contractors, consultants and advisors in the service of Pilot Therapeutics, Inc. (the "Company") or a related corporation to acquire or to increase their holdings of common stock of the Company, $0.001 par value per share (the "Common Stock"), in order to promote a closer identification of their interests with those of the Company and its shareholders, thereb
Interallied Group Inc /Nv/ – 1998 STOCK OPTION PLAN (August 30th, 2001)EXHIBIT 10.1 PILOT THERAPEUTICS, INC. 1998 STOCK OPTION PLAN (As Amended and Restated Effective December 19, 2000) PILOT THERAPEUTICS, INC. 1998 STOCK OPTION PLAN 1. Purpose ------- The purpose of the Pilot Therapeutics, Inc. 1998 Stock Option Plan, as amended and restated (formerly, the Pilot Biotechnologies, Inc. 1998 Stock Option Plan) (the "Plan"), is to encourage and enable selected employees, directors, independent contractors, consultants and advisors in the service of Pilot Therapeutics, Inc. (the "Company") or a related corporation to acquire or to increase their holdings of common stock of the Company, $0.001 par value per share (the "Common Stock"), in order to promote a closer identification of their interests with those of the Company and its shareholders, there
Interallied Group Inc /Nv/ – 2001 STOCK INCENTIVE PLAN (August 30th, 2001)EXHIBIT 10.2 INTERALLIED GROUP, INC. 2001 STOCK INCENTIVE PLAN INTERALLIED GROUP, INC. 2001 STOCK INCENTIVE PLAN Section 1. Purpose. The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company's business and to afford such persons an opportunity to acquire a proprietary interest in the Company. Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below: (a) "Affiliate" shall mean (i) any entity that, directly
Interallied Group Inc /Nv/ – STOCK EXCHANGE AGREEMENT (August 28th, 2001)EXHIBIT 2.1 STOCK EXCHANGE AGREEMENT dated as of August 1, 2001 by and among the Parties listed on Appendix A and INTERALLIED GROUP, INC. ACQUISITION OF 7,905,414 SHARES OF COMMON STOCK, PAR VALUE $0.01 STOCK EXCHANGE AGREEMENT This Stock Exchange Agreement (the "Agreement"), dated as of August 1, 2001, by and among the parties listed on Appendix A hereto (individually, a "Shareholder" and collectively, the "Shareholders"), and INTERALLIED GROUP, INC., a corporation organized under the laws of the State of Nevada (the "Company"). W I T N E S S E T H: WHEREAS, the Shareholders and the Company desire to en
