Axm Pharma Inc Sample Contracts

Axm Pharma Inc – WARRANT TO PURCHASE COMMON STOCK OF AXM PHARMA, INC. (September 7th, 2010)

This certifies that for good and valuable consideration previously provided to AXM Pharma, Inc., a Nevada corporation ("Company"), receipt of which is hereby acknowledged, Elliot Maza is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time prior to 5:00 p.m. Pacific time on September 1, 2020 (such date, as may be extended pursuant to the terms hereof, the "Expiration Date"), up to 560,000 shares of Warrant Stock (as defined below) at a price of $0.01 per share (the “Warrant Price”) upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Warrant Stock so purchased in lawful money of the United States. The Expiration Date, Warrant Price and the number and character of shares of Warrant Stock purchasable under this Warrant are subject to adjustment as provided herein.

Axm Pharma Inc – SEPARATION AGREEMENT (September 7th, 2010)

This Separation Agreement (the “Agreement”) is made as of September 1, 2010 (the “Separation Date”) by and between Elliot Maza and AXM Pharma, Inc., a Nevada corporation (the “Company”) (collectively the “Parties”).

Axm Pharma Inc – Stock Ownership Transfer Contract (April 27th, 2007)

Through mutual friendly negotiation by and between both parties hereto, in the principle of mutual benefit, Party A and Party B reach the following agreement:

Axm Pharma Inc – Acquisition Restructure & Technology Transfer Agreement (January 16th, 2007)

On the basis of complementing advantages for each other, mutual benefit and mutual development, Party A and Party B, through friendly negotiation, reached the following agreement on acquisition restructure and technology transfer:

Axm Pharma Inc – Equity Interest Transfer Agreement (July 6th, 2006)

This Equity Interest Transfer Agreement ("Agreement") is entered into as of the May 21, 2006 in Shenyang by and between the following two parties:

Axm Pharma Inc – American Stock Exchange New York, NY 10006-1872 James P. Mollen Director – Listing Qualifications (June 5th, 2006)

On April 20, 2006, the staff of the Listing Qualifications Department (the “Staff”) of the American Stock Exchange (“Amex” or the “Exchange”) notified AXM Pharma, Inc. (“AXM Pharma” or the “Company”) of its determination to prohibit the continued listing of the Company’s common stock on the Exchange and to initiate delisting proceedings.1 At the request of the Company in accordance with Part 12 of the Annex Company Guide, a Listing Qualifications Panel of the Amex Committee on Securities (the “Panel”) was convened to review this determination.2

Axm Pharma Inc – American Stock Exchange New York, NY 10006-1872 (April 24th, 2006)

This will confirm the American Stock Exchange LLC’s (the “Exchange” or “Amex”) intention to proceed with the filing of an application with the Securities and Exchange Commission (the “SEC”) pursuant to Section 1009 of the Amex Company Guide (the “Company Guide”) to strike the common stock of AXM Pharma, Inc. (“AXM” or the “Company”) from listing and registration on the Exchange (the “Staff Determination”).1

Axm Pharma Inc – AXM Pharma Enters Into Agreement with Holders of Convertible Debentures Transaction Expected to Facilitate Additional Financing to Support Company’s Operations (April 21st, 2006)

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)—April 21, 2006--AXM Pharma, Inc. (AMEX: AXJ), a manufacturer of proprietary and generic pharmaceutical and nutraceutical products for the Chinese and other Asian markets, announced today that it has entered into an agreement with the holders of its secured convertible promissory notes (the “Holders”), issued by the Company in April, 2005, with an aggregate principal amount of $3.4 million (the "2005 Notes") to modify the terms, extending the repayment of the principal due under the notes. AXM had been unable to make scheduled payments of principal and interest since September, 2005. The transaction is expected to close on April 28, 2006.

Axm Pharma Inc – MODIFICATION AGREEMENT (April 21st, 2006)

MODIFICATION AGREEMENT This MODIFICATION AGREEMENT (this "Agreement") is dated as of March 1, 2006 and is entered into by and among AXM PHARMA, INC., a Nevada corporation (the "Company"), and the noteholders listed below (collectively, the "Holders") who are signatories hereto, with reference to the following: WHEREAS, the Company issued separate secured convertible promissory notes ( the "Notes") to the Holders pursuant to a Note and Warrant Purchase Agreement dated as of April 19, 2005 (the "Purchase Agreement"), by and among the Company and the Holders and also entered into certain other Transaction Documents ( as defined in the Purchase Agreement), dated as of such date; WHEREAS, the parties now wish to modify the Notes and certain of the Transaction Documents, and; WHEREAS, unless the context otherwise requires, all capitalized terms in this Agreement shall have the meanings set fo

Axm Pharma Inc – AXM Pharma, Inc. Receives Notice of Termination from Sunkist Growers, Inc. (February 23rd, 2006)

City of Industry -- AXM Pharma, Inc. (AMEX: AXJ), a manufacturer of proprietary and generic pharmaceutical and nutraceutical products for the Chinese and other Asian markets, announced today that it has received a notice of termination in reference to the Trademark License Agreement entered into among Sunkist Growers, Inc. (“Sunkist”), the Company, and Shenyang Tianwei Werke Pharmaceuticals, Ltd., dated January 21, 2004, as amended (the “Agreement”).

Axm Pharma Inc – Transition Agreement (September 29th, 2005)

This Agreement is made as of September 25, 2005, by and between AXM Pharma, Inc., a Nevada company with its principal offices at 7251 West Lake Mead Blvd, Suite 300 Las Vegas, Nevada, 89128 (the “Company”); Wei Shi Wang (the “Shareholder”) and Tripoint Capital Advisors, LLC, a Maryland limited liability company, with its principal offices at 400 Professional Drive, Suite 310, Gaithersburg, Maryland 20879; The MacLellan Group, LLC, a California company, with its principal offices at 8324 Delgany Avenue, Playa del Rey, California 90293; Law Offices of Louis E. Taubman, PC, a New York Professional Corporation, with its principal offices at 225 Broadway, Suite 1200, New York, New York 10007; Investor Communications Company, LLC., a Maryland limited liability company, with its principal offices at 400 Professional Drive, Suite 310, Gaithersburg, Maryland 20879; Douglas MacLellan; Mike Boswell; Louis Taubman; Mark Elenowitz; and Tom Bostic Smith (referred to individually as a “Transitioning

Axm Pharma Inc – Contract (August 9th, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AXM PHARMA, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXM PHARMA, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Axm Pharma Inc – Consulting Agreement (May 16th, 2005)

This is an agreement dated and effective this 15th day of March, 2005 by and between Madden Consulting, Inc. (hereinafter referred to as The Company), and AXM Pharma, Inc. (AMEX: AXJ), whose address is 7251 W. Lake Mead, Suite 300 Las Vegas, NV 89128 (hereinafter referred to as The Client).

Axm Pharma Inc – PLEDGE AND SECURITY AGREEMENT (April 20th, 2005)

WHEREAS, the Grantor has issued or will issue separate secured convertible promissory notes to the Secured Parties (the “Notes”) pursuant to a Note and Warrant Purchase Agreement dated as of April 19 , 2005 (the “Purchase Agreement”), by and among the Grantor and the Secured Parties; and

Axm Pharma Inc – Contract (April 20th, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AXM PHARMA, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXM PHARMA, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Axm Pharma Inc – Short-term Loan Agreement (April 20th, 2005)

Whereas the borrower proposes short-term loan to the lender, as per related law, regulations and rules of P.R.C., the following agreement was reached by both parties to abide by.

Axm Pharma Inc – REGISTRATION RIGHTS AGREEMENT (April 20th, 2005)

This Registration Rights Agreement (this "Agreement") is made and entered into as of April 19 , 2005, by and among AXM Pharma, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

Axm Pharma Inc – Agreement of Mortgage of Maximum Amount for Real Estate (April 20th, 2005)

Whereas AXM Pharma (Shenyang) Inc. (hereinafter “borrower”) and the mortgagee (the lender) signed a series of loan agreements (hereinafter “loan agreements”) according to the term and the amount of creditor’s right in clause 2.1 under the agreement. In order to ensure the implementation of the creditor’s right, the mortgagor would take the following property as mortgaged property and entitle the mortgagee to have priority in satisfying his claim. After negotiation on equal basis, the following agreement was reached by both parties to abide by.

Axm Pharma Inc – Contract (April 20th, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AXM PHARMA, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXM PHARMA, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Axm Pharma Inc – Contract (April 20th, 2005)

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AXM PHARMA, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXM PHARMA, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Axm Pharma Inc – Contract (April 20th, 2005)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Axm Pharma Inc – NOTE AND WARRANT PURCHASE AGREEMENT Dated as of April 19 , 2005 by and among AXM PHARMA, INC. and THE PURCHASERS LISTED ON EXHIBIT A (April 20th, 2005)

Reference is made to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of April 19 , 2005, by and among AXM Pharma, Inc., a Nevada corporation (the “Company”), and the purchasers named therein (collectively, the “Purchasers”) pursuant to which the Company is issuing to the Purchasers convertible promissory notes (the “Notes”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time) to issue shares of Common Stock upon conversion of the Notes (the “Conversion Shares”) and exercise of the Warrants (the “Warrant Shares”) to or upon the order of a Purchaser from time to time upon (i) surrender to you of a properly completed and duly executed Conversion Notice or Exercise Notice, as the case may be, in the form attached hereto as Exhibit

Axm Pharma Inc – Mortgage Agreement between AXM PHARMA (SHENYANG), INC. as Mortgagor and [ ] as Mortgagee (April 20th, 2005)

AXM Pharma has issued or will issue separate secured convertible promissory notes (the “Notes”) to the Mortgagee pursuant to a Note and Warrant Purchase Agreement dated as of April [19], 2005 (the “Purchase Agreement”), by and among AXM Pharma and the Mortgagee;;

Axm Pharma Inc – TERMINATION AGREEMENT (April 15th, 2005)

THIS TERMINATION AGREEMENT (this "Termination Agreement"), dated as of January 14, 2005, is made between AXM Pharma, Inc. (the "Company"), and RCG Capital Markets Group, Inc. (“RCG”) (each a "Party" and, collectively the "Parties").

Axm Pharma Inc – CONTRACT AGREEMENT (April 15th, 2005)

This AGREEMENT shall be effective on this 25th day of October 2005 and is made between Bryle Lerner ("Consultant") and AXM Pharma, Inc., a Nevada Corporation having offices at 7251 West Lake Mead Blvd, Suite 300, Las Vegas, Nevada, 89128 ("Client").

Axm Pharma Inc – ENGAGEMENT AGREEMENT (April 15th, 2005)
Axm Pharma Inc – CONSULTING AGREEMENT (April 15th, 2005)

This Consulting Agreement (“Agreement”) is to be effective as of September 1, 2004, entered into by and between AXM Pharma, Inc. (“Company”), with offices located at 4695 MacArthur Ct. Newport Beach, CA 92660 and Dreamvest, LLC (“Consultant”), having offices at 417 Orchid Ave, Corona Del Mar, CA 92625.

Axm Pharma Inc – CONSULTING AGREEMENT (April 15th, 2005)

THIS AGREEMENT (the “Agreement”), is made and entered into as of this 10th day of September, 2004, by and between Mirador Consulting, Inc., a Florida corporation, with offices at 5499 N. Federal Hwy, Suite D, Boca Raton, Florida 33487 (“Mirador” or the “Consultant”), and AXM Pharma, Inc., a Nevada corporation, with offices at 8324 Delgany Avenue, Playa del Rey, CA 90293 (the “Company”) (together the “Parties”).

Axm Pharma Inc – Marketing Agreement (April 15th, 2005)

This AGREEMENT (the “Agreement”) made and entered into this __ day of September 2004, by and between Aurelius Consulting Group, Inc., located at Maitland City Plaza, 225 S. Swoope Ave, Suite 214, Maitland, Florida 32751 (hereinafter referred to as “ACG“) and AXM Pharma, Inc.. (hereinafter referred to as the “Company”), located at 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660

Axm Pharma Inc – Employment Agreement (April 4th, 2005)

This employment agreement (the "Agreement") is made and entered into as of February 1, 2005 by and between AXM Pharma, Inc., a Nevada corporation (the "Company") and Chet Howard (the "Employee").

Axm Pharma Inc – EMPLOYMENT AGREEMENT (April 4th, 2005)

This Employment Agreement (the "Agreement") is made and entered into as of March 31, 2005 by and between AXM Pharma, Inc., a Nevada corporation (the "Company"), and Zhengyu Kong (the "Employee").

Axm Pharma Inc – Short-term Loan Agreement (January 24th, 2005)

Whereas the borrower proposes short-term loan to the lender, as per related law, regulations and rules of P.R.C., the following agreement was reached by both parties to abide by.

Axm Pharma Inc – Agreement of Mortgage of Maximum Amount for Real Estate (January 24th, 2005)

Whereas AXM Pharma (Shenyang) Inc. (hereinafter “borrower”) and the mortgagee (the lender) signed a series of loan agreements (hereinafter “loan agreements”) according to the term and the amount of creditor’s right in clause 2.1 under the agreement. In order to ensure the implementation of the creditor’s right, the mortgagor would take the following property as mortgaged property and entitle the mortgagee to have priority in satisfying his claim. After negotiation on equal basis, the following agreement was reached by both parties to abide by.

Axm Pharma Inc – Loan Agreement (January 21st, 2005)

Whereas the Lenders are willing to provide loan to the Borrower for its payment of the construction project and purchasing of equipments, and the Borrower is willing to get the loan; therefore, through friendly consultation, the following agreement was reached by the above parties to abide by.

Axm Pharma Inc – Contract (November 19th, 2004)

INVESTORS, INVESTMENT COMMUNITY, LADIES AND GENTLEMEN, GOOD MORNING. MY NAME IS DOUGLAS MACLELLAN, I’M VICE CHAIRMAN OF AXM PHARMA INC. (AMERICAN STOCK EXCHANGE SYMBOL AXJ.) I HAVE THE PRIVILEGE OF SPEAKING TODAY ON BEHALF OR OUR DIRECTORS, MANAGEMENT AND ALL EMPLOYEES.