Prestwick Pharmaceuticals Inc Sample Contracts

Prestwick Pharmaceuticals Inc – LICENSE AGREEMENT (April 25th, 2005)

THIS LICENSE AGREEMENT, effective as of this 7 day of September 2004, between DANIEL C. JAVITT and GLYTECH, INC., residing at 89 Bardonia Road, Nanuet, New York 10954, and having offices at 89 Bardonia Road, Nanuet, New York 10954, respectively, (each individually and collectively, the “LICENSOR”) and PRESTWICK PHARMACEUTICALS, INC., a Delaware corporation having offices at 1825 K Street, N.W., Suite 1475, Washington, D.C. 20006 (“LICENSEE”).

Prestwick Pharmaceuticals Inc – February 25, 2004 Robert Whitehead c/o Prestwick Pharmaceuticals, Inc. 1825 K Street, NW, Suite 1475 Washington, D.C. 20006 Dear Bob: (April 22nd, 2005)

This letter sets forth the substance of the agreement (the “Agreement”) between you and Prestwick Pharmaceuticals, Inc., a Delaware corporation (the “Company”) regarding our mutual agreement that you separate from the Company.

Prestwick Pharmaceuticals Inc – February 4, 2004 PERSONAL AND CONFIDENTIAL Jim Shaffer 8905 Barleymoor Drive Raleigh, NC 27615 Dear Jim: (April 22nd, 2005)

On behalf of Prestwick Pharmaceuticals, Inc. (the “Company”), it gives me great pleasure to offer you the position of Senior Director, Commercial Operations of Prestwick Pharmaceuticals. You have the qualities that distinguish future leaders: vision, intelligence, humility, a bias to action, and a desire to make a difference. We believe that your highly relevant experience will add substantially to the team, contribute greatly to the ultimate success equation, and provide the Company with the leadership and vision that you have previously demonstrated. The management team and I are without exception extremely enthusiastic about your accepting this offer.

Prestwick Pharmaceuticals Inc – Agreement among SCHERING Aktiengesellschaft Müllerstrabe 178 13342 Berlin (hereinafter called “SCHERING”) and NeuroBiotec GmbH Tegeler Straibe 6 13353 Berlin (hereinafter called “NEUROBIOTEC”) and Prestwick Pharmaceuticals, Inc. 1825 K Street Washington, D.C. 2006 (hereinafter called “PRESTWICK”) (April 22nd, 2005)

Whereas SCHERING and NEUROBIOTEC have entered into a Technology Transfer Agreement as amended as of May 30, 2002 (the “Technology Transfer Agreement”) concerning the sale and transfer of patents and know-how relating to the development, production and marketing of (1) a ready to use pharmaceutical speciality for trans-dermal use (the “Patch Product”) and (2) all other non per-oral ready to use pharmaceutical specialties for sustained release (collectively the “Other Sustained Release Products”) in humans containing Lisuride and/or Lisuride hydrogen maleate and/or all other pharmaceutically active salts and esters of Lisuride (the “Product(s)”) from SCHERING to NEUROBIOTEC;

Prestwick Pharmaceuticals Inc – August 19, 2004 (April 22nd, 2005)

Prestwick Pharmaceuticals, Inc. (the “Company”) is pleased to engage you to assist with the management of the Company as set forth in this letter agreement.

Prestwick Pharmaceuticals Inc – September 2, 2003 PERSONAL AND CONFIDENTIAL David Cory San Francisco, CA Dear David: (April 22nd, 2005)

On behalf of Prestwick Pharmaceuticals, Inc. (the “Company”), it gives me great pleasure to offer you the position of Chief Commercial Officer, Prestwick Pharmaceuticals. You have the qualities that distinguish successful executives: vision, intelligence, humility, a bias to action, and a desire to make a difference. We believe that your highly relevant experience will add substantially to the team, contribute greatly to the ultimate success equation, and provide the Company with the leadership and vision that you have previously demonstrated. The Board and I are without exception extremely enthusiastic about your accepting this offer.

Prestwick Pharmaceuticals Inc – and AGREEMENT FOR CANADIAN RIGHTS TO NITOMAN (April 22nd, 2005)
Prestwick Pharmaceuticals Inc – ASSET PURCHASE AND SUBSCRIPTION AGREEMENT (April 22nd, 2005)

This Asset Purchase and Subscription Agreement (this “Agreement”) is entered into as of December 13, 2002, by and among Prestwick Scientific Capital, Inc., a Delaware corporation (“Assignor”), Prestwick Companies, Inc., a Delaware corporation (“PCI”), and KCS Pharmaceuticals, Inc., a Delaware corporation (“Assignee”).

Prestwick Pharmaceuticals Inc – August 4, 2003 Benjamin P. Lewis, Ph.D., R.Ph., RAC 24137 Newbury Road Gaithersburg, MD 20882 Re: Offer Letter Dear Ben: (April 22nd, 2005)

Prestwick Pharmaceuticals, Inc., a Delaware corporation (the “Company”) is pleased to offer you the position of Senior Director, Regulatory Affairs. While we do not want to burden the employment relationship with unnecessary formalities, we think it is best for employment terms to be made clear from the beginning of the relationship. Accordingly, the terms of the Company’s employment offer are as follows:

Prestwick Pharmaceuticals Inc – LICENSE AGREEMENT (April 22nd, 2005)

THIS AGREEMENT, effective as of October 6, 2000, (“EFFECTIVE DATE”) between THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing business as Massachusetts General Hospital, having a place of business at Fruit Street, Boston, Massachusetts 02114 (“GENERAL”) and PRESTWICK SCIENTIFIC CAPITAL, INC., a company having offices at 1825 K Street, N.W., Washington, D.C. 20006 (“COMPANY”).

Prestwick Pharmaceuticals Inc – INDEMNIFICATION AGREEMENT (April 22nd, 2005)

THIS AGREEMENT is made as of November ___, 2004, by and among Prestwick Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and ___(the “Indemnitee”), a director of the Company.

Prestwick Pharmaceuticals Inc – September 19, 2003 PERSONAL AND CONFIDENTIAL Mark VanAusdal Evanston, IL Dear Mark: On behalf of Prestwick Pharmaceuticals, Inc. (the “Company”), it gives me great pleasure to offer you the position of Vice President, Business Development and General Counsel of Prestwick Pharmaceuticals. You have the qualities that distinguish successful executives: vision, high integrity, intelligence, humility, a bias to action, and a desire to make a difference. We believe that you will add substantially to the team, contribute greatly to the ultimate success equation, and provide the Company with the leade (April 22nd, 2005)

This Agreement, together with the Employee Proprietary Information, Inventions, Non- Competition and Non-Solicitation Agreements, contain the entire agreement between you and the Company regarding the terms of your employment and supersedes all prior and contemporaneous agreements or understandings with respect thereto. If you wish to accept this offer of employment, please sign in the space provided below. By so signing, you acknowledge

Prestwick Pharmaceuticals Inc – November 7, 2003 PERSONAL AND CONFIDENTIAL Christopher O’Brien, MD 906 El Mac Place San Diego, CA 92106 Dear Chris: (April 22nd, 2005)

On behalf of Prestwick Pharmaceuticals, Inc. (the “Company”), it gives me great pleasure to offer you the position of Vice President and Chief Medical Officer, of Prestwick Pharmaceuticals. In addition to your academic credentials and experience, you have the personal qualities that distinguish successful executives: vision, high integrity, intelligence, humility, a bias to action, and a desire to make a difference. We believe that you will add substantially to the team, contribute greatly to the ultimate success equation, and provide the Company with the leadership and vision that you have previously demonstrated. The Board and I are without exception extremely enthusiastic about your accepting this offer.

Prestwick Pharmaceuticals Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRESTWICK PHARMACEUTICALS, INC. (originally incorporated as KCS Pharmaceuticals, Inc. on November 1, 2002) (April 22nd, 2005)
Prestwick Pharmaceuticals Inc – LICENSE AGREEMENT (April 22nd, 2005)

THIS AGREEMENT, effective as of June 2001, between DR. MAURICE W. GITTOS, residing at 16 rue Andre Malraux, 67115 Plobsheim, France (“LICENSOR”) and PRESTWICK SCIENTIFIC CAPITAL, INC., a Delaware corporation having offices at 1825 K Street, N.W., Washington, D.C. 20006 (“LICENSEE”).

Prestwick Pharmaceuticals Inc – PRESTWICK PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (April 22nd, 2005)
Prestwick Pharmaceuticals Inc – Development and Commercialization License and Clinical Supply Agreement by and between NEUROBIOTEC GmbH and PRESTWICK Pharmaceuticals, Inc. 11 September 2003 (April 22nd, 2005)
Prestwick Pharmaceuticals Inc – Executive Employment Agreement (April 22nd, 2005)

This Executive Employment Agreement (“Agreement”) is entered into as of February 26, 2003 (the “Effective Date”), by and between Prestwick Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Kathleen Clarence-Smith, M.D., Ph.D. (the “Executive”).

Prestwick Pharmaceuticals Inc – Prestwick Pharmaceuticals, Inc. 1825 K Street NW, Suite 1475 Washington, DC 20006 November 1, 2004 PERSONAL AND CONFIDENTIAL William H. Washecka 16617 Harbour Town Drive Silver Spring, MD 20905 Dear Bill: (April 22nd, 2005)

On behalf of Prestwick Pharmaceuticals, Inc. (the “Company”), it gives me great pleasure to offer you the position of Chief Financial Officer (CFO), Prestwick Pharmaceuticals. You have the qualities that we seek: intelligence, humility, a bias to action, and a desire to make a difference. We believe that your highly relevant experience will add substantially to the senior management team, contribute greatly to the ultimate success equation, and provide the Company with the leadership that you have previously demonstrated. The management team and I are without exception extremely enthusiastic about your accepting this offer.

Prestwick Pharmaceuticals Inc – AMENDED AND RESTATED BYLAWS OF PRESTWICK PHARMACEUTICALS, INC. (A DELAWARE CORPORATION) (April 22nd, 2005)
Prestwick Pharmaceuticals Inc – and AMENDED AND RESTATED AGREEMENT (April 22nd, 2005)