Optigenex Inc. Sample Contracts

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Contract
Optigenex Inc. • February 21st, 2007 • Medicinal chemicals & botanical products • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF FEBRUARY 12, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 22nd, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Optigenex Inc., a Delaware corporation with its headquarters located at 1170 Valley Brook Avenue, Lyndhurst, NJ 07071 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).

SECURITY AGREEMENT
Security Agreement • July 22nd, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Optigenex Inc., a Delaware corporation (“Parent” or “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • July 22nd, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2008, by and among Optigenex Inc., a Delaware corporation (“Parent” or “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 15, 2008, by and among Optigenex Inc., a Delaware corporation, with headquarters located at 750 Lexington Avenue, 6th Floor, New York, NY 10022 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Contract
Exercise Agreement • April 21st, 2008 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 15, 2008, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

ASSET PURCHASE AGREEMENT BY AND AMONG VIBRANT HEALTH INTERNATIONAL, OPTIGENEX ACQUISITION CORP., THOMAS H. MCADAM
Asset Purchase Agreement • August 12th, 2004 • Optigenex Inc. • Medicinal chemicals & botanical products • New York
RECITALS:
Exclusive License • April 15th, 2005 • Optigenex Inc. • Medicinal chemicals & botanical products • New Jersey
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Exhibit 10.11 AGREEMENT
11 Agreement • April 15th, 2005 • Optigenex Inc. • Medicinal chemicals & botanical products • New York
SERVICE AGREEMENT
Service Agreement • October 7th, 2004 • Optigenex Inc. • Medicinal chemicals & botanical products • New York

This Agreement made and entered into as of the 1st day of October 1, 2004 by and between Communications Policy and Management Corporation, existing under and by virtue of the laws of the State of New York, having its principal place of business at 29 Tudor Lane, Scarsdale, New York, 10588 U.S.A., (“CPM”) and Optigenex Inc., existing under and by virtue of the laws of the State of New York, having its principal place of business at 750 Lexington Avenue, 6 th Floor, New York, New York 10022

OPTIGENEX INC.
Optigenex Inc. • April 21st, 2008 • Medicinal chemicals & botanical products

This letter sets forth the agreement of the parties hereto to amend the Applicable Percentage (as defined in the Notes) of the Notes, which are convertible into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), ever issued by the Company to the investors listed in the signature pages hereto (collectively, the “Investors”)( the “Notes”).

RECITALS:
Exclusive License • February 10th, 2006 • Optigenex Inc. • Medicinal chemicals & botanical products • New Jersey
OPTIGENEX, INC. 750 Lexington Ave 6th Floor New York, NY 10022
Optigenex Inc. • September 2nd, 2005 • Medicinal chemicals & botanical products

The initial employment contract between you and Optigenex, Inc. expires on August 16, 2005. It is the desire of the Management and the Board of Directors to extend the term and conditions of your contract dated August, 16, 2004, which is incorporated by reference, for an additional six month period from its original termination date. All of the provisions incorporated into that agreement will continue in force, including the stock option vesting period on previously granted options, and the management of Optigenex will endeavor during this period to negotiate a new contract between you and Optigenex.

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