Adherex Technologies Inc Sample Contracts

Fennec Pharmaceuticals Inc. – September __, 2019 Dear Shubh Goel (“Employee”): (September 9th, 2019)

On behalf of the Board of Directors of Fennec Pharmaceuticals, Inc. (“Fennec” or the “Company”), I am pleased to make you an executable offer to join the Company as its Chief Commercial Officer. The purpose of this agreement is to clarify the terms of Employee’s “at will” employment with the Company, including Employee’s compensation level and benefit entitlements.

Fennec Pharmaceuticals Inc. – FENNEC PHARMACEUTICALS INC. AMENDED AND RESTATED STOCK OPTION PLAN PLAN DESCRIPTION (June 20th, 2019)
Fennec Pharmaceuticals Inc. – FENNEC PHARMACEUTICALS, INC., A DELAWARE CORPORATION WESTERN ALLIANCE BANK, an arizona corporation LOAN AND SECURITY AGREEMENT (February 4th, 2019)

This Loan And Security Agreement is entered into as of February 1, 2019 (the “Effective Date”), by and between Western Alliance Bank, an Arizona corporation (“Bank”) and Fennec Pharmaceuticals, INC., a Delaware corporation (“Borrower”).

Fennec Pharmaceuticals Inc. – FENNEC PHARMACEUTICALS INC. UNDERWRITING AGREEMENT 2,352,950 Common Shares (December 11th, 2017)

Fennec Pharmaceuticals Inc., a British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Wedbush Securities Inc. is acting as the representative (the “Representative”), an aggregate of 2,352,950 authorized but unissued common shares (the “Firm Shares”), no par value (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 352,942 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.” The Company and the Underwriters hereby confirm their agreement as follows:

Fennec Pharmaceuticals Inc. – FENNEC PHARMACEUTICALS INC. AMENDED AND RESTATED STOCK OPTION PLAN (September 29th, 2017)
Fennec Pharmaceuticals Inc. – Fennec Pharmaceuticals Inc. PO Box 13628, 68 TW Alexander Drive Research Triangle Park, NC 27709 Ladies and Gentlemen: (August 10th, 2017)

We have acted as counsel to Fennec Pharmaceuticals Inc., a corporation incorporated pursuant to the laws of British Columbia (the “Company”), in connection with a Registration Statement on Form S-1 filed on or about August 10, 2017 with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the resale of 11,943,214 common shares comprised of 10,559,883 issued and outstanding common shares (the “Outstanding Shares”) and 1,383,331 common shares (the ‘Warrant Shares”) issuable upon the exercise of outstanding warrants (“Warrants”).

Fennec Pharmaceuticals Inc. – SUBSCRIPTION AGREEMENT (August 10th, 2017)

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the latest date set forth on the signature page hereof between Fennec Pharmaceuticals Inc. (the “Company”) and the undersigned (the “Subscriber”).

Fennec Pharmaceuticals Inc. – SUBSCRIPTION AGREEMENT (May 12th, 2016)

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the latest date set forth on the signature page hereof between Fennec Pharmaceuticals Inc. (the “Company”) and the undersigned (the “Subscriber”).

Fennec Pharmaceuticals Inc. – Purchase Agreement (May 12th, 2016)

This Purchase Agreement (this "Agreement") is made as of May 9, 2016, and sets forth terms by Elion Oncology, LLC (the "Purchaser") 4800 Hampden Lane, Suite 200, Bethesda, MD 20814 will acquire from Fennec Pharmaceuticals Inc., 68 TW Alexander Dr., Triangle, NC 27709, (the "Company") all intellectual property and related property of the Company pertaining to Eniluracil and the compound known as Adh-1.

Fennec Pharmaceuticals Inc. – November 12, 2015 Dear Robert Andrade (“Employee”): (November 12th, 2015)

On behalf of the Board of Directors of Fennec Pharmaceuticals, Inc. (“Fennec” or the “Company”), I am pleased to make you an executable offer to join the Company as its Chief Financial Officer. The purpose of this agreement is to clarify the terms of Employee’s employment with the Company, including Employee’s compensation level and benefit entitlements.

Fennec Pharmaceuticals Inc. – SUBSCRIPTION AGREEMENT (March 31st, 2015)

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the latest date set forth on the signature page hereof between Fennec Pharmaceuticals Inc. (the “Company”) and the undersigned (the “Subscriber”).

Adherex Technologies Inc – ADHEREX ANNOUNCES results from two Sodium Thiosulfate phase 3 STUDIES PRESENTed AT the 50TH AMERICAN SOCIETY OF CLINICAL ONCOLOGY (asco) MEETING (June 2nd, 2014)

-SIOPEL 6 Data Monitoring Committee recommends continuation of study after safety review of 80 standard risk hepatoblastoma patients

Adherex Technologies Inc – May 9, 2014 Adherex Technologies Inc. Research Triangle Park, NC 27709 Ladies and Gentlemen: (May 9th, 2014)

We have acted as counsel to Adherex Technologies Inc., a corporation incorporated pursuant to the laws of British Columbia (the “Company”), in connection with a Registration Statement on Form S-1 filed on May 9, 2014 with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering 8,000,000 shares of the Corporation’s common stock owned by certain selling stockholders (the “Shares”), comprised of 4,000,000 shares of common stock now held by such selling stockholders (the “Issued Shares”) and 4,000,000 shares of common stock (the “Warrant Shares”) issuable upon the exercise of outstanding warrants (“Warrants”), issued in connection with the non-brokered financing transaction of the Company that occurred in November 2013 (the “Offering”).

Adherex Technologies Inc – SUBSCRIPTION AGREEMENT (April 2nd, 2014)

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the latest date set forth on the signature page hereof between Adherex Technologies Inc. (the “Company”) and the undersigned (the “Subscriber”).

Adherex Technologies Inc – SEPARATION AND MUTUAL RELEASE AGREEMENT (June 20th, 2013)

This SEPARATION AND MUTUAL RELEASE AGREEMENT (the “Agreement”) is hereby made and entered into as of the last date on the parties’ signature page below, by and between Adherex, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (along with its affiliate British Columbia Company, Adherex Technologies Inc., referred to together in this Agreement as the “Company”), and the undersigned employee (referred to in this Agreement as “you” or “ Dr. Spector”). (The Company and you are sometimes collectively referred to hereinafter as the “Parties.”)

Adherex Technologies Inc – Amendment N4 to Master Service Agreement dated August 16, 2010 by and between Adherex Technologies, Inc. and OCT Group, LLC (November 14th, 2012)

Adherex Technologies, Inc., having its Registered Office at 68 TW Alexander Drive, Research Triangle Park, NC 27709 (hereinafter referred to as "Adherex "), on the one side, in person of the CEO Rosty Raykov,

Adherex Technologies Inc – Amendment N3 to Master Service Agreement dated August 16, 2010 by and between Adherex Technologies, Inc. and OCT Group, LLC (August 13th, 2012)

Adherex Technologies, Inc., having its Registered Office at 68 TW Alexander Drive, Research Triangle Park, NC 27709 (hereinafter referred to as "Adherex "), on the one side, in person of the CEO Rosty Raykov,

Adherex Technologies Inc – Amendment N2 to Master Service Agreement dated August 16, 2010 by and between Adherex Technologies, Inc. and OCT Group, LLC (November 14th, 2011)

Adherex Technologies, Inc., having its Registered Office at 68 TW Alexander Drive, Research Triangle Park, NC 27709 (hereinafter referred to as "Adherex "), on the one side, in person of the CEO Rosty Raykov,

Adherex Technologies Inc – 1. INTERPRETATION 1 1.1. Definitions 1 1.2. Business Corporations Act and Interpretation Act Definitions Applicable 1 2. SHARES AND SHARE CERTIFICATES 2 2.1. Authorized Share Structure 2 2.2. Form of Share Certificate 2 2.3. Shareholder Entitled to Certificate or Acknowledgement 2 2.4. Delivery by Mail 2 2.5. Replacement of Worn Out or Defaced Certificate or Acknowledgement 2 2.6. Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement 3 2.7. Splitting Share Certificates 3 2.8. Certificate Fee 3 2.9. Recognition of Trusts 3 3. ISSUE OF SHARES 3 3.1. Directors Authorized 3 3.2. (August 26th, 2011)

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

Adherex Technologies Inc – Amendment N1 to Master Service Agreement dated August 16, 2010 by and between Adherex Technologies, Inc. and OCT Group, LLC (May 13th, 2011)

Adherex Technologies, Inc., having its Registered Office at 501 Eastowne Drive, Suite 140, Chapel Hill, NC 27514, USA (hereinafter referred to as "Adherex "), on the one side, in person of the CEO Rosty Raykov,

Adherex Technologies Inc – February 9, 2010 (February 9th, 2011)

We have acted as counsel to Adherex Technologies Inc., a corporation incorporated pursuant to the laws of Canada (the “Company”), in connection with Registration Statement on Form S-1/A filed on February 9, 2010 with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the following: (i) subscription rights (the “Rights”) to be distributed to holders of record of the common shares, without par value, in the capital of the Company (“Common Shares”) as of the record date for the rights offering (“Rights Offering”), which Rights entitle the holders to subscribe for shares of Common Shares (the “Shares”) and for warrants (“Warrants”) to purchase shares of Common Shares (“Warrant Shares”); (ii) the Shares; (iii) the Warrants; and (iv) the Warrant Shares.

Adherex Technologies Inc – THIS CERTIFIES THAT, for value received: ATTACHMENT 1 – NOTICE OF EXERCISE TO: ADHEREX TECHNOLOGIES INC. AND THE WARRANT REGISTRAR 1. The undersigned hereby elects to purchase _________ Common Shares of the Company pursuant to Section 5 of the Warrant, and tenders herewith payment of the purchase price of such shares in full. 2. Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: _____________________________________ (Name in which certificate(s) are to be issued) _______________________________ (February 9th, 2011)

or registered assigns (the “Holder”), from and after the Commencement Date (as defined herein), and subject to the terms and conditions herein set forth, is entitled to purchase from Adherex Technologies Inc., a Canadian corporation (the “Company”), at any time before 5:00p.m. Ottawa, Ontario time on __________________ (the “Termination Date”) _________ common shares in the capital of the Company (“Common Shares”), at a price per share equal to the Warrant Price (as defined herein) upon exercise of this Warrant pursuant to Section 5 hereof and subject to any conditions set forth in the agreement between the Company and the Warrant Registrar (the “Warrant Registrar Agreement”). The number of Common Shares issuable pursuant to this Warrant (the “Warrant Shares”) is subject to adjustment under Section 2.

Adherex Technologies Inc – EVIDENCING SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF ONE (1) COMMON SHARE AND ONE (1) WARRANT TO PURCHASE COMMON SHARES OF ADHEREX TECHNOLOGIES INC. ADHEREX TECHNOLOGIES INC. CUSIP 00686R168 ISIN CA00686R1689 (February 9th, 2011)

FORM 1-EXERCISE OF BASIC SUBSCRIPTION RIGHT I hereby irrevocably subscribe for the number of Units indicated below upon the terms and subject to the conditions stated in the Company's Prospectus at a subscription price of CAD $0.03 and acknowledge receipt of the Prospectus. NUMBER OF UNITS SUBSCRIBED FOR_________ AT CAD $0.03 PER UNIT. TOTAL PRICE: CAD$_________________ SUBSCRIBER'S SIGNATURE:_________________ SIGNATURE MUST CORRESPOND IN EVERY PARTICULAR WITH YOUR NAME AS IT APPEARS ON THE FACE OF THIS CERTIFICATE Payment in full of the subscription price in U.S. or Canadian funds by certified check, bank draft or wire transfer (see “Instructions and Information for Certificate Holders” on back of this Certificate) must be made to Olympia Transfer Services, Inc. (for the benefit of Adherex Technologies, Inc.). with this subscription. IF THE SUBSCRIBER IS OTHER THAN THE ABOVE NAMED REGISTERED HOLDER OF THIS RIGHTS CERTIFICATE, FORM 3 MUST BE DULY COMPLETED STATING THE NAME AND THE ADDR

Adherex Technologies Inc – Master Service Agreement (November 15th, 2010)

This Agreement, entered into on the __th of _____ 2010 by and between Adherex, Inc., duly established and validly existing under the laws of Deleware, having its seat at 501 Eastowne Drive, Suite 140, Chapel Hill, NC legally represented by Robert Andrade, acting on the basis of Operating Agreement (hereinafter referred to as "Adherex”), and OCT Group, LLC, whose principal office is at 845 Third Avenue, 6th Floor, New York, NY, 10022, USA (hereinafter referred to as ‘’OCT’’) represented by President Dmitry Sharov, acting on the basis of Operating Agreement and Resolution to appoint President.

Adherex Technologies Inc – North Carolina Commercial Lease Agreement (May 14th, 2010)

This Commercial Lease Agreement ("Lease") is made and effective the 1st day of January, 2010, by and between VALFERN HOLDINGS, INC. ("Landlord") and ADHEREX TECHNOLOGIES, INC. ("Tenant").

Adherex Technologies Inc – May 3, 2010 Dear Rostislav Raykov (“Employee”): (May 14th, 2010)

On behalf of the Board of Directors of Adherex Technologies, Inc. (“Adherex” or the “Company”), I am pleased to make you an executable offer to join the Company as its Chief Executive Officer. The purpose of this agreement is to clarify the terms of Employee’s employment with the Company, including Employee’s compensation level and benefit entitlements.

Adherex Technologies Inc – ADHEREX TECHNOLOGIES INC. INDEPENDENT DIRECTOR AGREEMENT (May 14th, 2010)

This Agreement is entered into as of May 3, 2010, by and between Adherex Technologies Inc. (the “Company”) and _____ (“Director”). The parties agree as follows:

Adherex Technologies Inc – May 3, 2010 Dear Robert Andrade (“Employee”): (May 14th, 2010)

On behalf of the Board of Directors of Adherex Technologies, Inc. (“Adherex” or the “Company”), I am pleased to make you an executable offer to join the Company as its Chief Financial Officer. The purpose of this agreement is to clarify the terms of Employee’s employment with the Company, including Employee’s compensation level and benefit entitlements.

Adherex Technologies Inc – May 3, 2010 Dear Dr. Thomas Spector (“Employee”): (May 14th, 2010)

On behalf of the Board of Directors of Adherex Technologies, Inc. (“Adherex” or the “Company”), I am pleased to make you an executable offer to join the Company as its Chief Scientific Officer. The purpose of this agreement is to clarify the terms of Employee’s employment with the Company, including Employee’s compensation level and benefit entitlements.

Adherex Technologies Inc – SUBSCRIPTION AGREEMENT (May 4th, 2010)

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the latest date set forth on the signature page hereof between Adherex Technologies Inc. (the “Company”) and the undersigned (the “Subscriber”).

Adherex Technologies Inc – Contract (May 4th, 2010)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS WARRANT. BY PURCHASING SUCH SECURITIES, THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE ACT, OR (B) IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION.

Adherex Technologies Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 16th, 2009)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 19th day of August 2009 (the “Effective Date”), by and between Dr. Robin J. Norris, MD (hereinafter referred to as the “Employee”), and Adherex, Inc., a subsidiary of Adherex Technologies Inc. Adherex, Inc. is hereinafter referred to as the “Company”, and Adherex Technologies Inc. is referred to as “AHX.”

Adherex Technologies Inc – LEASE TERMINATION AGREEMENT AND RELEASE (November 16th, 2009)

This Lease Termination Agreement and Release (“Agreement”) is made and entered into this ____ day of __________________, 2009 (the “Effective Date”), by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (hereinafter “Landlord”) and ADHEREX, INC., a Delaware corporation (hereinafter “Tenant”). Landlord and Tenant are collectively referred to as the “Parties”.

Adherex Technologies Inc – SEPARATION AND MUTUAL RELEASE AGREEMENT (July 13th, 2009)

This SEPARATION AND MUTUAL RELEASE AGREEMENT (the “Agreement”) is hereby made and entered into as of the last date on the parties’ signature page below, by and between Adherex, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (along with its affiliate Canadian company, Adherex Technologies Inc., referred to together in this Agreement as the “Company”), and the undersigned employee (referred to in this Agreement as “you”). (The Company and you are sometimes collectively referred to hereinafter as the “Parties.”)

Adherex Technologies Inc – PRESS RELEASE (January 13th, 2009)

Research Triangle Park, NC, January 9, 2009 — Adherex Technologies Inc. (AMEX:ADH, TSX:AHX), a biopharmaceutical company dedicated to solving problems for patients with cancer, today announced that the Company has filed to voluntarily delist its common stock from the NYSE Alternext US LLC (formerly, the American Stock Exchange or “AMEX”). After receiving a notice from AMEX indicating that the Company failed to meet certain of the AMEX continued listing requirements, as previously announced by the Company on December 10, 2008, the Company’s Board of Directors elected not to submit a plan of compliance and voluntarily file for delisting.