Celator Pharmaceuticals Inc Sample Contracts

CELATOR PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • Delaware

THIS INDEMNIFICATION AGREEMENT is made as of , 2010 between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”).

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CELATOR PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Celator Pharmaceuticals Inc • October 16th, 2015 • Pharmaceutical preparations • New York

Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 29, 2013, by and among Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

CELATOR PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • North Carolina

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 15, 2012, by and between Square 1 Bank (“Bank”) and Celator Pharmaceuticals, Inc. (“Borrower”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 3rd, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2013, by and among Celator 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”), and solely for purposes of Section 4.14, each person and entity set forth on Exhibit A hereto (each, including its successors and assigns, a “Prior Investor” and collectively, the “Prior Investors”).

Contract
Warrant Agreement • August 7th, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016, among JAZZ PHARMACEUTICALS PLC, PLEX MERGER SUB, INC. and CELATOR PHARMACEUTICALS, INC.
Agreement and Plan of Merger • May 31st, 2016 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER dated as of May 27, 2016 (this “Agreement”), among JAZZ PHARMACEUTICALS PLC, an Irish public limited company (“Parent”), PLEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Parent, and Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

4,000,000 Shares Celator Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 23rd, 2016 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 7th, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of May 9, 2014 and is entered into by and among (a) (i) CELATOR PHARMACEUTICALS, INC., a Delaware corporation (“Inc.”), (ii) CELATOR PHARMACEUTICALS CORP., a Nova Scotia unlimited liability company (“Corp.”), and (iii) each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and (c) HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).

PRINCETON SOUTH CORPORATE CENTER OFFICE LEASE Between PRINCETON SOUTH INVESTORS, LLC, (a Delaware limited liability company) as Landlord -and- Celator Pharmaceuticals, Inc. (a Delaware corporation) as Tenant Dated: , 2013 Premises: 4,785 Rentable...
Princeton South Corporate Center Office Lease • May 15th, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey

THIS PRINCETON SOUTH CORPORATE CENTER OFFICE LEASE (the “Lease”) is made this day of , 2013, by and between PRINCETON SOUTH INVESTORS, LLC, a Delaware limited liability company (hereinafter called “Landlord”), and CELATOR PHARMACEUTICALS, INC., a Delaware corporation (hereinafter called “Tenant”).

DEFINITIVE AGREEMENT
Definitive Agreement • January 30th, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Definitive Agreement (the “Agreement”) is made as of the 27th day of June, 2012 (the “Effective Date”) by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York 10605, United States of America (“LLS”) and Celator Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 303B College Road East, Princeton, NJ 08540 (“Company”). LLS and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS AGREEMENT, effective as of , is made by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Director”), a director of the Company.

CELATOR PHARMACEUTICALS, INC. WARRANT AGREEMENT
Warrant Agreement • November 13th, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS WARRANT AGREEMENT (this “Warrant Agreement”) is dated October 28, 2014, between Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, acting as warrant agent (the “Warrant Agent”).

CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT
And Supply Agreement • January 30th, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations

THIS CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is made effective as of the 22nd day of December, 2010 (“Effective Date”) by and between BAXTER ONCOLOGY GmbH, with an address at Kantstrasse 2, 33790 Halle / Westphalia, Germany (“Baxter”) and CELATOR PHARMACEUTICALS, INC., a Delaware corporation, having offices at 303B College Road East, Princeton, New Jersey 08540 (“Celator”).

Celator Pharmaceuticals, Inc. 303B College Road East Princeton, NJ 08540 Tel: 609.243-0123 Fax: 609.243-0202 www.celatorpharma.com
Celator Pharmaceuticals Inc • December 28th, 2012 • Pharmaceutical preparations • New Jersey

This Letter and Restrictive Covenants Agreement (this “Agreement”) contains the terms of your employment with Celator Pharmaceuticals, Inc. (the “Company”):

Contract
Celator Pharmaceuticals Inc • December 28th, 2012 • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

COLLABORATIVE RESEARCH AGREEMENT BETWEEN CELATOR TECHNOLOGIES INCORPORATED AND BRITISH COLUMBIA CANCER AGENCY
Collaborative Research Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia

BRITISH COLUMBIA CANCER AGENCY, having its administrative offices at 600 West 10th Avenue, Vancouver, British Columbia, Canada V5Z 4E6 (“BCCA”)

Contract
Celator Pharmaceuticals Inc • October 23rd, 2014 • Pharmaceutical preparations • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS WARRANT OR SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING, EXCEPT IN ACCORDANCE WITH FINRA RULE 5110(G)(2).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia

This Agreement confirms the amended and restated terms and conditions of your employment by the Corporation and will constitute your employment agreement to be effective as of and from the Effective Date (as defined below). In consideration of the stock options to be granted to you pursuant to Section 7 hereof and such other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by you upon signing below), you hereby agree to the amended and restated terms and conditions are as follows:

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2016 • Celator Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment to the Employment Agreement is dated as of April 1, 2016 between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Scott T. Jackson (the “Executive”).

TERMINATION, RELEASE AND INDEMNITY AGREEMENT
Agreement • April 1st, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • British Columbia
EXCLUSIVE LICENSE AGREEMENT between Celator Pharmaceuticals and PRINCETON UNIVERSITY
Exclusive License Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • New Jersey

THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of the day of , 2007, by and between PRINCETON UNIVERSITY, having its Technology Licensing and Intellectual Property at 4 New South Building, Princeton, New Jersey 08544-0036, (hereinafter referred to as “Princeton”), and Celator Pharmaceuticals, a Delaware corporation having a principal place of business at 303B College Road East, Princeton, N.J. 08540 (hereinafter referred to as “Celator”).

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Celator Pharmaceuticals, Inc. 200 PrincetonSouth Corporate Center Suite 180 Ewing, NJ 08628 Tel: 609.243.0123 Fax: 609.243.0202 www.celatorpharma.com
Celator Pharmaceuticals Inc • April 5th, 2016 • Pharmaceutical preparations

Reference is made to the Amended and Restated Executive Employment Agreement dated as of December 19, 2002 (the “Employment Agreement”) between you and Celator Pharmaceuticals Corp. (the “Corporation”), as successor in interest to Celator Technologies Inc., pursuant to which you were employed by the Corporation as President and Head of Research effective December 19, 2002, and you are now serving as President and Chief Scientific Officer.

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS AGREEMENT, effective as of is made by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Employee”), an employee of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • August 24th, 2015 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 20, 2015 (the “Effective Date”), by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with offices at 200 PrincetonSouth Corporate Center, Suite 180, Ewing, NJ 08628, and Michael R. Dougherty, an individual residing at 107 Rossmore Drive, Malvern, PA 19355 (the “Executive”) (the Company and the Executive, together, the “Parties”).

SETTLEMENT AGREEMENT (Regarding Assignment of Four Patent Families)
Settlement Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia

The parties to this Settlement Agreement (this “Agreement”) are BRITISH COLUMBIA CANCER AGENCY BRANCH (“BCCA”), having offices at 600 West 10th Avenue, Vancouver, British Columbia, and CELATOR PHARMACEUTICALS INC. (“Celator”), having offices at 1779 West 75th Avenue, Vancouver, British Columbia (collectively, referred to as the “Parties”). The parties wish to resolve a disagreement regarding the obligations of BCCA and Celator with respect to assignment of four patent families. These families are as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • October 23rd, 2014 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York

Celator Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named on Schedule I hereto (the “Underwriters”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), an aggregate of 6,611,150 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company and (ii) an aggregate of warrants (the “Firm Warrants”) to purchase 661,115 shares of Common Stock (the “Firm Warrant Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to (i) an additional 991,673 shares of Common Stock (the “Additional Shares”) and (ii) warrants (the “Additional Warrants”) to purchase up to 99,167 shares of Common Stock of the Company (the “Additional Warrant Shares”). The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares”; the Firm Warrants

Celator Pharmaceuticals, Inc. 303B College Road East Princeton, NJ 08540 Tel: 609.243-0123 Fax: 609.243-0202 www.celatorpharma.com
Letter Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • New Jersey
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 27th, 2016 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • California

This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), is entered into this 25th day of April, 2016 (the “Effective Date”), by and among (a) (i) CELATOR PHARMACEUTICALS, INC., a Delaware corporation (“Inc.”), (ii) CELATOR PHARMACEUTICALS CORP., a Nova Scotia unlimited liability company (“Corp.”) and (iii) each of its subsidiaries appearing on Schedule 1 attached hereto (hereinafter collectively referred to, together with Inc. and Corp., individually and collectively, jointly and severally, as the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the “Lender”), and (c) HERCULES CAPITAL, INC., f/k/a Hercules Technology Growth Capital, Inc., a Maryland corporation in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 27th, 2013 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 26, 2013, by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with offices at 200 PrincetonSouth Corporate Center, Suite 180, Ewing, NJ 08628, and Scott T. Jackson, an individual residing at 535 Heron Court, Harleysville, PA 19438 (the “Executive”) (the Company and the Executive, together, the “Parties”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 28th, 2012 • Celator Pharmaceuticals Inc • Pharmaceutical preparations • New York

National Securities Corporation (the “Agent”) hereby confirms its agreement (the “Agreement”) with Celator Pharmaceuticals, Inc. (the “Company”), as follows:

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS AGREEMENT, effective as of , is made by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Employee”), an employee of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia
Contract
Celator Pharmaceuticals Inc • November 13th, 2012 • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.

Celator Pharmaceuticals, Inc. 200 PrincetonSouth Corporate Center Suite 180 Ewing, NJ 08628 Tel: 609.243.0123 Fax: 609.243.0202 www.celatorpharma.com
Covenants Agreement • April 5th, 2016 • Celator Pharmaceuticals Inc • Pharmaceutical preparations

Reference is made to the Letter and Restrictive Covenants Agreement dated as of December 7, 2012, as amended, (the “Letter Agreement”) between you and Celator Pharmaceuticals, Inc. (the “Company”), pursuant to which you were employed by the Company as Vice-President and Chief Financial Officer effective December 17, 2012.

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