Imarx Therapeutics Inc Sample Contracts

Imarx Therapeutics Inc – PROMISSORY NOTE (May 21st, 2010)

FOR VALUE RECEIVED, the undersigned (“Debtors”), hereby jointly and severally promise to pay to JRT Productions, Inc., a California corporation, or its assigns (“JRT”), the principal amount of $200,000.00 due to JRT by Debtors pursuant that certain Agreement and Plan of Merger, dated as of March 17, 2010 (the “Merger Agreement”; the terms defined therein are used herein as therein defined) and that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), on the following terms and conditions:

Imarx Therapeutics Inc – SHAREHOLDERS AGREEMENT (May 21st, 2010)

THIS SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of May _____, 2010 is made and entered into by and among the following shareholders of ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”): Edward Sylvan, Terry Sylvan and Michael Doban (collectively, the “Sycamore Majority Shareholders”), JRT Productions, Inc., a California corporation (“JRT”), and Red Cat Productions, Inc., a California corporation (“Red Cat,” and together with JRT, the “Target Shareholders,” and together with Sycamore Shareholders, collectively the “Shareholders” and each individually, a “Shareholder”). The Shareholders enter into this Agreement connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”), and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”). Unless otherwise indicated, capitalized terms used and not otherwise defined herein shall have the

Imarx Therapeutics Inc – REGISTRATION RIGHTS AGREEMENT (May 21st, 2010)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser” or the “Issuer”); and JRT Productions, Inc., a California corporation, and Red Cat Productions, Inc., a California corporation (the “Sellers”), in connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”; the terms defined therein being used herein as therein defined) by and among Sycamore Films, Inc., a Nevada corporation (“Subsidiary”); Sweet Spot Productions, Inc., a California corporation (“Target”); JRT Productions, Inc., a California corporation, Red Cat Productions, Inc., a California corporation (“Red Cat”), Joseph Takats, and Donald J. Scotti, and ImaRx Therapeutics, Inc., a Delaware corporation and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), by and among Subsidiar

Imarx Therapeutics Inc – JRT PLEDGE AND SECURITY AGREEMENT (May 21st, 2010)

THIS JRT PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Debtor”), and JRT Productions, Inc., a California corporation (the “Secured Party”), in connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”; the terms defined therein being used herein as therein defined) among Debtor and Sycamore Films, Inc., a Nevada corporation (the “Subsidiary”), on the one hand, and Target, Secured Party, Red Cat (collectively, “Sellers”), Scotti and Takats (collectively, “Shareholders”), on the other hand; and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), by and among the Debtor, on the one hand, and the Subsidiary and the Sellers, on the other hand.

Imarx Therapeutics Inc – EMPLOYMENT AGREEMENT — SCOTTI (May 21st, 2010)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”); Sycamore Films, Inc., a Nevada corporation (the “Subsidiary,” and collectively with the Purchaser, the “Companies,” and each individually, the “Company”) and Donald J. Scotti (the “Employee”).

Imarx Therapeutics Inc – SUBLEASE AGREEMENT (May 21st, 2010)

This Sublease (“Sublease”) dated for reference purposes only on January 1, 2010, by and between SONICPOOL, INC. a California corporation (“Landlord”), and SYCAMORE ENTERTAINMENT GROUP, INC a Nevada Corporation (“Tenant”), who agree as follows:

Imarx Therapeutics Inc – ImaRx Therapeutics, Inc. Pro Forma Condensed Combined Balance Sheet (Unaudited) (May 21st, 2010)

On March 23, 2010, ImaRx Therapeutics, Inc. (the “Company” or “ImaRx”) entered into (i) Stock Purchase Agreement and (ii) Plan of Merger with Sycamore Films (“Sycamore Films”), Sweet Spot, Inc. (“Sweet Spot”), collectively (“Sycamore”) (the “Merger Agreement”). Pursuant to the Merger Agreement, Sweet Spot merged with and into Sycamore Films and the shareholders of Sweet Spot will become shareholders of Sycamore Films. Sycamore Films will continue the operation of the Sweet Spot business. Immediately following the closing of the Merger Agreement, ImaRx and Sycamore Films entered into the Stock Purchase Agreement. Under the terms of the Stock Purchase Agreement ImaRx is to issue approximately 79,376,735 shares of its common stock to the Sycamore shareholders including the former shareholders of Sweet Spot. As a result, Sycamore will become a wholly-owned subsidiary of ImaRx and the former shareholders of Sycamore will hold in the aggregate approximately 85% of ImaRx’s outstanding shares

Imarx Therapeutics Inc – EMPLOYMENT AGREEMENT — TAKATS (May 21st, 2010)

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”); Sycamore Films, Inc., a Nevada corporation (the “Subsidiary,” and collectively with the Purchaser, the “Companies,” and each individually, the “Company”) and Joseph Takats (the “Employee”).

Imarx Therapeutics Inc – Agreement and Plan of Merger By and Among Sycamore Films, Inc., Sweet Spot Productions, Inc., JRT Productions, Inc., Red Cat Productions, Inc., Joseph Takats, Donald J. Scotti, and ImaRx Therapeutics, Inc. Dated As of March 17, 2010 (March 23rd, 2010)

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 17, 2010, is by and among Sycamore Films, Inc., a Nevada corporation (“Subsidiary”); Sweet Spot Productions, Inc., a California corporation (“Target”); JRT Productions, Inc., a California corporation (“JRT”); Red Cat Productions, Inc., a California corporation (“Red Cat” and collectively with JRT, “Sellers,” and each individually, a “Seller”); Joseph Takats (“Takats”), and Donald J. Scotti (“Scotti,” and collectively with Takats, “Seller Shareholders,” and each individually, a “Seller Shareholder”); and ImaRx Therapeutics, Inc., a Delaware corporation (“Purchaser”).

Imarx Therapeutics Inc – AGREEMENT FOR THE PURCHASE AND SALE OF STOCK by and among Sycamore Films, Inc., a Nevada corporation; ImaRx Therapeutics, Inc., a Delaware corporation; Sweet Spot Productions, Inc., a California corporation; and those persons specified on that schedule attached to this Agreement identified as the “Sellers Schedule” (as shareholders of Sycamore Films, Inc.) (March 23rd, 2010)

THIS AGREEMENT FOR THE PURCHASE AND SALE OF STOCK (“Agreement”) is entered into in multiple counterparts effective as of the 17th day of March, 2010, by and among Sycamore Films, Inc., a Nevada corporation (“Sycamore”); ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”); Sweet Spot Productions, Inc., a California corporation (“Sweet Spot”); and those persons specified on the Sellers Schedule (together, the “Sellers” and each, a “Seller”) each a shareholder of Sycamore, and provides for a process pursuant to which Sycamore will become a wholly owned subsidiary of the Company.

Imarx Therapeutics Inc – ASSET PURCHASE AGREEMENT By and Among WA 32609, Inc., a Delaware corporation, and ImaRx Therapeutics, Inc., a Delaware corporation June 15, 2009 (August 11th, 2009)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of the 15th day of June, 2009, by and among WA 32609, Inc., a Delaware corporation (“Buyer”) and ImaRx Therapeutics, Inc., a Delaware corporation (“Seller”). Each of Buyer and Seller are a “Party”, and collectively, the “Parties”.

Imarx Therapeutics Inc – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (June 19th, 2009)

THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Amendment”) entered into as of June 15, 2009, amends that certain Asset Purchase Agreement (the “Original Agreement”) dated September 22, 2008, by and between IMARX THERAPEUTICS, INC., a Delaware corporation (“Seller”), and MICROBIX BIOSYSTEMS INC., an Ontario, Canada corporation (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Original Agreement. The Buyer and Seller may herein be collectively referred to as the “Parties”.

Imarx Therapeutics Inc – SUBLEASE AGREEMENT CBA Text Disclaimer: Text deleted by licensee indicated by strike. New text inserted by licensee indicated by small capital letters. (March 9th, 2009)

THIS SUBLEASE AGREEMENT (the “Sublease”) is entered into this 12th day of December, 2008, between Koronis Pharmaceuticals, Inc. (“Tenant”), and ImaRx Therapeutics, Inc (“Subtenant”). Tenant entered into a lease (the “Master Lease”) with Zetron Properties Inc. as landlord (“Landlord”), dated October 8, 2004, leasing the premises legally described on the attached Exhibit 1 (“Master Premises”). A copy of the Master Lease, including all amendments, is attached as Exhibit 2. Tenant and Subtenant agree as follows:

Imarx Therapeutics Inc – LEASE SURRENDER AND TERMINATION AGREEMENT (January 13th, 2009)
Imarx Therapeutics Inc – ASSET PURCHASE AGREEMENT dated as of September __, 2008 by and between IMARX THERAPEUTICS, INC. (“Seller”) and MICROBIX BIOSYSTEMS INC. (“Buyer”) (September 26th, 2008)

THIS AGREEMENT, dated as of September _____, 2008 is entered into by and between IMARX THERAPEUTICS, INC., a Delaware corporation (“Seller”), and MICROBIX BIOSYSTEMS INC., a Canadian corporation (“Buyer”).

Imarx Therapeutics Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 2nd, 2008)

THIS AMENDMENT NO. 3 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 27, 2008 by and between ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”), and Bradford A. Zakes (“Executive”) and replaces the Amendment No. 2 to Executive Employment Agreement between the parties dated January 1, 2008 and its predecessor agreements dated February 1, 2007 and August 22, 2005 (together, the “Original Agreement”).

Imarx Therapeutics Inc – IMARX THERAPEUTICS, INC. SEPARATION AND RELEASE OF CLAIMS AGREEMENT (June 12th, 2008)

This Separation and Release of Claims Agreement (“Agreement”) documents the agreement between you, Kevin Ontiveros and ImaRx Therapeutics, Inc. (“IMARX”) concerning the termination of your status as an employee of IMARX

Imarx Therapeutics Inc – CONSULTANT SERVICES AGREEMENT Effective Date: June 12, 2008 (June 12th, 2008)

This Consultant Services Agreement (hereinafter “Agreement”) is entered into by the above-referenced party (hereinafter “Consultant”) whose address is as shown above, and IMARX THERAPEUTICS, INC., a Delaware corporation (hereinafter the “Company”). Consultant and the Company are collectively designated herein as the “Parties” and the term “Party” shall mean either one of the Parties as the text may require.

Imarx Therapeutics Inc – TERMINATION AGREEMENT (June 12th, 2008)

This Termination Agreement (the “Agreement”) is entered into this 10th day of June 2008 by and between Microbix Biosystems Inc. (“Microbix”) and ImaRx Therapeutics, Inc. (“ImaRx”).

Imarx Therapeutics Inc – IMARX THERAPEUTICS, INC. SEPARATION AND RELEASE OF CLAIMS AGREEMENT (June 12th, 2008)

This Separation and Release of Claims Agreement (“Agreement”) documents the agreement between you, Greg Cobb and ImaRx Therapeutics, Inc. (“IMARX”) concerning the termination of your status as an employee of IMARX

Imarx Therapeutics Inc – CONSULTANT SERVICES AGREEMENT Effective Date: June 12, 2008 (June 12th, 2008)

This Consultant Services Agreement (hereinafter “Agreement”) is entered into by the above-referenced party (hereinafter “Consultant”) whose address is as shown above, and IMARX THERAPEUTICS, INC., a Delaware corporation (hereinafter the “Company”). Consultant and the Company are collectively designated herein as the “Parties” and the term “Party” shall mean either one of the Parties as the text may require.

Imarx Therapeutics Inc – Letter of Intent (May 8th, 2008)
Imarx Therapeutics Inc – IMARX THERAPEUTICS SATISFIES ABBOTT NOTE OBLIGATION ASSOCIATED WITH THE ACQUISITION OF UROKINASE (April 23rd, 2008)

TUCSON, AZ — (April 23, 2008) — ImaRx Therapeutics, Inc. (NASDAQ:IMRX) today announced that it has entered into an agreement with Abbott Laboratories pursuant to which it has satisfied its obligations under its $15 million non-recourse promissory note with Abbott issued in connection with its acquisition of urokinase. As a result, full title to the urokinase assets including the remaining inventory of finished product, all regulatory and clinical documentation, validated cell lines, and intellectual property rights now resides unencumbered with ImaRx.

Imarx Therapeutics Inc – SATISFACTION, WAIVER AND RELEASE AGREEMENT (April 23rd, 2008)

THIS SATISFACTION, WAIVER AND RELEASE AGREEMENT (this “Agreement”) is entered into as of April 17, 2008, by and among Abbott Laboratories, an Illinois corporation (“Abbott”), and ImaRx Therapeutics, Inc., a Delaware corporation (“ImaRx”).

Imarx Therapeutics Inc – OFFICE BUILDING LEASE BETWEEN CAMBRIC PARTNERS, AN ARIZONA GENERAL PARTNERSHIP AND IMARX THERAPEUTICS, INC., A DELAWARE CORPORATION (March 31st, 2008)

In consideration of the rents, covenants and agreements hereinafter contained, the Landlord and Tenant hereby agree as follows:

Imarx Therapeutics Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 7th, 2008)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2008 by and between ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”), and Garen Manvelian (“Executive”).

Imarx Therapeutics Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 7th, 2008)

THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2008 by and between ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”), and Greg Cobb (“Executive”) and replaces the Amended Executive Employment Agreement between the parties dated February 1, 2007 and its predecessor dated April 27, 2005 (together, the “Original Agreement”).

Imarx Therapeutics Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 7th, 2008)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2008 by and between ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”), and Kevin Ontiveros (“Executive”).

Imarx Therapeutics Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 7th, 2008)

THIS AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2008 by and between ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”), and Bradford A. Zakes (“Executive”) and replaces the Amended Executive Employment Agreement between the parties dated February 1, 2007 and its predecessor dated August 22, 2005 (together, the “Original Agreement”).

Imarx Therapeutics Inc – IMARX AND MICROBIX SIGN LETTER OF INTENT TO MANUFACTURE AND FURTHER DEVELOP THE FDA-APPROVED CLOT-DISSOLVING DRUG, ABBOKINASE® (January 22nd, 2008)

TUCSON, AZ, and TORONTO, ON (January 22, 2008) –ImaRx Therapeutics, Inc. (Nasdaq: IMRX) and Microbix Biosystems Inc. (TSE: MBX) today announced that they have signed a Letter of Intent to manufacture urokinase and further explore development for additional indications. Urokinase is an FDA approved drug currently marketed under the brand name Abbokinase®. The product has been used to treat patients in the United States for over 20 years.

Imarx Therapeutics Inc – NOTE EXTENSION AND AMENDMENT AGREEMENT (October 26th, 2007)

THIS NOTE EXTENSION AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of October 25, 2007, by and among Abbott Laboratories, an Illinois corporation (“Abbott”), ImaRx Therapeutics, Inc., a Delaware corporation (“ImaRx”), and LaSalle Bank National Association, a national banking association (the “Escrow Agent”).

Imarx Therapeutics Inc – ImaRx Therapeutics, Inc. Lippert/Heilshorn & Associates Jennifer Marshall Bruce Voss or Don Markley Vice President, Corp. Development dmarkley@lhai.com jlmarshall@imarx.com (310) 691-7100 (September 20th, 2007)

TUCSON, AZ — (September 20, 2007) —ImaRx Therapeutics, Inc. (NASDAQ: IMRX) today announced it has named Richard L. Love as Chairman of the Board of Directors. He succeeds Richard E. Otto, who will remain on the company’s board. Mr. Love has served on the ImaRx board since March 2006. Previously, he served as Chief Operating Officer for Translational Genomics Research Institute and from June 1993 to January 2002 served as Chief Executive Officer and a director of ILEX Oncology, Inc., a biotechnology company evaluating cancer therapeutics. Mr. Love holds bachelors and masters of science degrees in Chemical Engineering from the Virginia Polytechnic Institute.

Imarx Therapeutics Inc – 3,000,000 Shares of Common Stock IMARX THERAPEUTICS, INC. UNDERWRITING AGREEMENT (June 12th, 2007)
Imarx Therapeutics Inc – LICENSE AGREEMENT (May 4th, 2007)

EXHIBIT 10.6 January 4, 2005 LICENSE AGREEMENT This Agreement is between ImaRx Therapeutics, a corporation of the State of Delaware, having a principal place of business at 1635 E. 18th St., Tucson, AZ 85718 (hereinafter referred to as "IMARX") and Dr. med. Reinhard Schlief, (hereinafter "DR. SCHLIEF"), having an address at Neue Strasse 21, 14163 Berlin, Germany. WITNESSETH: WHEREAS, DR. SCHLIEF owns certain intellectual property; and WHEREAS, IMARX is desirous of obtaining a license under the intellectual property and wishes to acquire a license in order to utilize or otherwise commercialize the intellectual property; and NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants hereinafter set forth, the parties hereby agree a

Imarx Therapeutics Inc – AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (May 4th, 2007)

THIS AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of February 1, 2007 by and between ImaRx Therapeutics, Inc., a Delaware corporation (the “Company”), and Bradford A. Zakes (“Executive”) and replaces the Executive Employment Agreement between the parties dated August 22, 2005 (the “Original Agreement”).