Pathogenics, Inc. Sample Contracts

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AMONG
Agreement and Plan of Reorganization • March 18th, 2005 • Pathogenics, Inc. • Delaware
ARTICLE 1 DEFINITIONS
License Agreement • March 18th, 2005 • Pathogenics, Inc. • New York
EXHIBIT 10.8 EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • July 5th, 2005 • Pathogenics, Inc. • Medicinal chemicals & botanical products • Massachusetts
RECITALS
Agreement and Plan of Merger • May 5th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • Delaware
LICENSE AGREEMENT
License Agreement • June 27th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • Delaware

License (this “Agreement”) made as of April 13, 2006, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”). (Acuity and Pathogenics are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).

Frederic P. Zotos, Esq. President & CEO Pathogenics, Inc.
Pathogenics, Inc. • June 27th, 2006 • Medicinal chemicals & botanical products • New York
AMENDMENT No. 2 to LICENSE AGREEMENT
License Agreement • March 15th, 2007 • Pathogenics, Inc. • Medicinal chemicals & botanical products

Amendment No. 2 to License (this “Amendment”) made as of March 8, 2007, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”).

AMENDMENT NO. 1 TO LICENSE AGREEMENT
License Agreement • March 15th, 2007 • Pathogenics, Inc. • Medicinal chemicals & botanical products

Amendment No. 1 to License (this “Amendment”) made as of August 2, 2006, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Amended and Restated Agreement and Plan of Merger • December 4th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • Delaware

THIS AMENDED AND RESTATEDAGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of November 28, 2006, by and between Pathogenics, Inc., a Delaware corporation ("Pathogenics"), and Egenix, Inc., a Delaware corporation ("Egenix").

License Agreement
License Agreement • June 27th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • New York

This Agreement is made and entered into between individuals Dr. Waldemar Gottardi, Hoher Weg 13, A-6020 Innsbruck, Austria, and Dr. Markus Nagl, Hintermetzentaler 4, A-6094 Axams, Austria (“LICENSORS”) and Pathogenics, Inc., a Delaware Corporation (“LICENSEE”), having offices at 99 Derby Street, Suite 200, Hingham, MA 02043.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2007 • Pathogenics, Inc. • Medicinal chemicals & botanical products

THIS SECOND AMENDMENT (the “Second Amendment”) to the EMPLOYMENT AGREEMENT (the “Agreement”), is made in Hingham, Massachusetts as of the 1st day of January 2007, between Pathogenics, Inc. a Delaware corporation having its executive offices and principal place of business at 99 Derby Street, Suite 200, Hingham, MA 02043 (the “Company”), and Frederic P. Zotos, an individual currently residing at 1623 Avalon Drive, Hull, MA 02045 (“Employee”).

CONSULTANCY AGREEMENT
Consultancy Agreement • June 27th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • New York

CONSULTANCY AGREEMENT (the “Agreement”) dated as of January 1st, 2006 (the “Effective Date”), by and between Pathogenics, Inc., a Delaware corporation (the “Corporation”), having a place of business at 99 Derby Street, Suite 200, Hingham, MA 02043, and Michael L. Ferrari (the “Consultant”), an individual residing at 2-47 150th Street, Whitestone, NY 11357.

REVOCATION OF ASSIGNMENT
Revocation • June 27th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products • Massachusetts

THIS REVOCATION (the “Revocation of Assignment”) to the ASSIGNMENT AGREEMENT (the “Assignment”) is effective as of the 1st day of June 2005 (“Effective Date”) by and between FIRST COVENTRY CORPORATION, a Delaware corporation having offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“FIRST COVENTRY”), and PATHOGENICS CORPORATION, a Delaware corporation having offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“PATHOGENICS”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 27th, 2006 • Pathogenics, Inc. • Medicinal chemicals & botanical products

THIS FIRST AMENDMENT (the “First Amendment”) to the EMPLOYMENT AGREEMENT (the “Agreement”), is made in Hingham, Massachusetts as of the 1st day of January, 2006, between Pathogenics, Inc. a Delaware corporation having its executive offices and principal place of business at 99 Derby Street, Suite 200, Hingham, MA 02043 (the “Company”), and Frederic P. Zotos, an individual currently residing at 1623 Avalon Drive, Hull, MA 02045 (“Employee”).

FIRST AMENDMENT TO CONSULTANCY AGREEMENT
Consultancy Agreement • March 15th, 2007 • Pathogenics, Inc. • Medicinal chemicals & botanical products

THIS FIRST AMENDMENT (the “First Amendment”) to the CONSULTANCY AGREEMENT (the “Agreement”), is made in Hingham, Massachusetts as of the 1st day of January, 2007, by and between Pathogenics, Inc. a Delaware corporation having its executive offices and principal place of business at 99 Derby Street, Suite 200, Hingham, MA 02043 (the “Corporation”), and Michael L. Ferrari (the “Consultant”), an individual residing at 6488 84th Street, Middle Vlg, NY 11379.

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