EXHIBIT 10.17 LIMITED GUARANTY THIS GUARANTY is executed as of April 27, 1998 by American Pharmed Labs, Inc., a Delaware corporation ("Guarantor"), for the benefit of IKB Nachrangkapital GmbH, a company with limited liability organized under the laws...Epicept Corp • April 28th, 2005 • Pharmaceutical preparations • New Jersey
EXHIBIT 10.2 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 28, 2007, among EpiCept Corporation, a Delaware corporation (the "Company"), and the several purchasers...Registration Rights Agreement • June 29th, 2007 • Epicept Corp • Pharmaceutical preparations
EXHIBIT 10.2 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE...Epicept Corp • February 8th, 2006 • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2018 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2018, between Immune Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations • New York
RECITALS:Indemnification Agreement • April 28th, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
IMMUNE PHARMACEUTICALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.2 ------------ COMMON STOCK PURCHASE WARRANT [WM08-*] To Purchase ___ Shares of Common Stock of EPICEPT CORPORATION THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] (the "Holder"), is entitled, upon...Epicept Corp • March 7th, 2008 • Pharmaceutical preparations
5,500,000 Shares Common Stock ($0.0001 par value)Underwriting Agreement • April 28th, 2005 • Epicept Corp • Pharmaceutical preparations • New York
BY AND AMONGNote Purchase Agreement • November 1st, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 21, 2006, among EpiCept Corporation, a Delaware corporation (the "Company"), and the several purchasers signatory...Registration Rights Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations
BETWEENLease Agreement • January 10th, 2005 • Epicept Corp
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 7th, 2008 • Epicept Corp • Pharmaceutical preparations • New York
EXHIBIT 10.3 ------------ NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND,...Epicept Corp • June 29th, 2007 • Pharmaceutical preparations
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • June 29th, 2007 • Epicept Corp • Pharmaceutical preparations • New York
WITNESSETH:Employment Agreement • January 10th, 2005 • Epicept Corp • New Jersey
Exhibit 10.8 AMENDMENT #1 TO LICENSE AGREEMENT THIS AMENDMENT #1 TO LICENSE AGREEMENT (this "Amendment #1"), dated as of October 1, 2004 (the "Effective Date"), is made by and between Adolor Corporation, a Delaware corporation having its principal...License Agreement • January 10th, 2005 • Epicept Corp
COMMON STOCK PURCHASE WARRANT IMMUNE PHARMACEUTICALS, INC.Immune Pharmaceuticals Inc • April 19th, 2017 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, EMA Financial, LLC, a Delaware limited liability company (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 10, 2017 (as defined above) and on or prior to the close of business October 10, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IMMUNE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), up to 1,666,667 shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment herein. This Warrant is issued by the Company as of the date hereof in connection with the Purchase Agreement (as defined below).
COMMON STOCK PURCHASE WARRANT IMMUNE PHARMACEUTICALS INC.Common Stock Purchase Warrant • October 11th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”); provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security h
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2011 • Epicept Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2011, between EpiCept Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Notwithstanding anything herein to the contrary regarding multiple Purchasers, the parties acknowledge and agree that the term “Purchaser” or “Purchasers” hereunder shall refer to only one institutional investor (and its Affiliates).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2018 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 12, 2018, by and between Immune Pharmaceuticals Inc., a Delaware corporation, with its address at 550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ 07632 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
Rodman & RenshawEpicept Corp • August 6th, 2008 • Pharmaceutical preparations • New York
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE July 7, 2018Immune Pharmaceuticals Inc • July 10th, 2017 • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Immune Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ 07632, designated as its Senior Secured Convertible Promissory Note due July 7, 2018 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 7, 2006, among EpiCept Corporation, a Delaware corporation (the "Company"), and the several purchasers signatory...Registration Rights Agreement • February 8th, 2006 • Epicept Corp • Pharmaceutical preparations
WITNESSETH:Employment Agreement • January 10th, 2005 • Epicept Corp • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2016 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2016, between Immune Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, the “Purchasers” and each a “Purchaser”).
ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTUREImmune Pharmaceuticals Inc • May 14th, 2018 • Pharmaceutical preparations • New York
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Debentures of Immune Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 550 Sylvan Avenue, Suite 101. Englewood Cliffs, NJ. 07632, designated as its Original Issue Discount Convertible Debenture due on the Maturity Date (as defined below) (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT -------- | WD07-* | To Purchase __________ Shares of Common Stock of -------- EPICEPT CORPORATION THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] (the "Holder"), is entitled,...Epicept Corp • December 5th, 2007 • Pharmaceutical preparations
Immune Pharmaceuticals Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October [ ], 2017 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 16th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of October [ ], 2017 (“Agreement”), between Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (the “Warrant Agent”).
EXHIBIT 4.7 NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT AND ANY SUCH...Epicept Corp • April 28th, 2005 • Pharmaceutical preparations • Delaware
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • February 9th, 2012 • Epicept Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EpiCept Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RECITAL:Sublicense Agreement • May 3rd, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
ARTICLE I. CERTAIN DEFINITIONSEquity Distribution Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations • New York
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is entered into as of September 6, 2005 and effective upon the Closing of the Merger, by and among EpiCept Corporation, a Delaware corporation (the...Registration Rights Agreement • January 9th, 2006 • Epicept Corp • Pharmaceutical preparations • Delaware
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 21, 2006, by and between EPICEPT CORPORATION, a Delaware corporation (the "Company"), and CORNELL CAPITAL...Registration Rights Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations • New York
