REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2009 • Polymedix Inc • Pharmaceutical preparations • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of May 20, 2009, by and between PolyMedix, Inc., a corporation organized under the laws of Delaware, USA with its principal executive office at 170 N. Radnor-Chester Road, Suite 300, Radnor, PA 19087 (the “Company”), and Dutchess Equity Fund, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).
25,000,000 Shares Warrants to Purchase 12,500,000 Shares POLYMEDIX, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2011 • Polymedix, Inc • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2010 • Polymedix Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 31, 2010 and is entered into by and among POLYMEDIX, INC., a Delaware corporation (“PolyMedix”), and POLYMEDIX PHARMACEUTICALS, INC., a Delaware corporation (“PolyMedix Pharmaceuticals”) (PolyMedix and PolyMedix Pharmaceuticals are hereinafter, individually and collectively, jointly and severally, referred to as “Borrower”), and HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Lender”).
Units POLYMEDIX, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 24th, 2007 • Polymedix Inc • Pharmaceutical preparations • New York
FORM OF WARRANT AGENCY AGREEMENTForm of Warrant Agency Agreement • March 21st, 2013 • Polymedix, Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT made as of March , 2013 (the “Issuance Date”), between PolyMedix, Inc., a Delaware corporation, with offices at 170 N. Radnor-Chester Road, Suite 300, Radnor, Pennsylvania 19087 (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
POLYMEDIX, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agent Rights Agreement Dated As Of May 12, 2009Rights Agreement • May 14th, 2009 • Polymedix Inc • Pharmaceutical preparations • New York
RIGHTS AGREEMENT, dated as of May 12, 2009, between POLYMEDIX, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Rights Agent”).
INVESTMENT AGREEMENTInvestment Agreement • May 22nd, 2009 • Polymedix Inc • Pharmaceutical preparations • Massachusetts
INVESTMENT AGREEMENT (this “Agreement”), dated as of May 20, 2009 by and between PolyMedix, Inc., a Delaware corporation (the “Company”), and Dutchess Equity Fund, LP, a Delaware Limited Partnership (the “Investor”).
PATENT LICENSE AGREEMENT BETWEEN POLYMEDIX, INC. AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIAPatent License Agreement • April 5th, 2006 • Polymedix Inc • Pennsylvania
This Patent License Agreement (this “Agreement”) is made on January 3, 2003 (the “Effective Date”), by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia, Pennsylvania 19104-3147 (“Penn”), and Polymedix, Inc., a Delaware corporation (“Licensee”), with its principal offices at 5 Radnor Corporate Center, 100 Matsonford Road, Suite 520, Radnor, PA 19087.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2012 • Polymedix, Inc • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 5, 2012 by and between PolyMedix, Inc., a Delaware corporation (the “Company”), and MidCap Financial SBIC, LP, a Delaware limited partnership (“Initial Holder”).
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement Subscription Agreement • December 13th, 2007 • Polymedix Inc • Pharmaceutical preparations • New York
Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by The American Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”) (attention: ( ) - ), to the Investor at the Closing (as defined in Section 3.1 of Annex A hereto). NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
SOFTWARE LICENSE AGREEMENT BETWEEN POLYMEDIX, INC. AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIASoftware License Agreement • April 5th, 2006 • Polymedix Inc • Pennsylvania
This Software License Agreement (this “Agreement”) is made on May 30, 2003 (the “Effective Date”), by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia, Pennsylvania 19104-3147 (“Penn”), and Polymedix, Inc., a Delaware corporation (“Licensee”), with its principal offices at 5 Radnor Corporate Center, 100 Matsonford Road, Suite 520, Radnor, PA 19087.
AMENDED AND RESTATED CO-PLACEMENT AGENT AGREEMENTCo-Placement Agent Agreement • June 27th, 2008 • Polymedix Inc • Pharmaceutical preparations • New York
POLYMEDIX, INC. WARRANT TO PURCHASE [ ] SHARES OF COMMON STOCK Date of Issuance: November [ ], 2009 VOID AFTER [ ], 2014Polymedix Inc • November 6th, 2009 • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, , or permitted registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to subscribe for and purchase at the Exercise Price (defined below) from PolyMedix, Inc., a Delaware corporation (the “Company”), at any time during the Exercise Period, up to [ ] fully paid and nonassessable shares of the Company’s class of common stock, par value $0.001 per share (“Common Stock”). This warrant is one of a series of warrants to purchase shares of Common Stock (the “Warrants”) issued pursuant to that certain Placement Agency Agreement (“Placement Agency Agreement”), dated as of November ___, 2009, by and between the Company and the parties referred to therein.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 6th, 2013 • Polymedix, Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of January 16, 2013, is made by and among MIDCAP FINANCIAL SBIC, LP, a Delaware limited partnership, as administrative agent (“Agent”), the Lenders set forth on signature pages hereto (each a “Lender”, and collectively the “Lenders”), and POLYMEDIX, INC., a Delaware corporation (“Parent”), and POLYMEDIX PHARMACEUTICALS, INC., a Delaware corporation (“PYMX” and together with Parent, individually and collectively referred to herein as “Borrower”).
CUMIRP Part II AGREEMENT Center for University of Massachusetts-Industry Research on Polymers An Agreement between THE UNIVERSITY OF MASSACHUSETTS and POLYMEDIXCumirp Part Ii Agreement • March 19th, 2007 • Polymedix Inc • Pharmaceutical preparations • Massachusetts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2008 • Polymedix Inc • Pharmaceutical preparations • Delaware
ESCROW AGREEMENTEscrow Agreement • July 24th, 2007 • Polymedix Inc • Pharmaceutical preparations • New York
These instructions may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
WARRANT AGREEMENTWarrant Agreement • June 27th, 2008 • Polymedix Inc • Pharmaceutical preparations • New York
THIS AGREEMENT, is dated as of this ___day of 2008, by and between the PolyMedix, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Transfer Agent”).
ESCROW AGREEMENTEscrow Agreement • July 10th, 2008 • Polymedix Inc • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the ___day of , 2008 by and among PolyMedix, Inc. (the “Issuer”) whose address appears on the Information Sheet (as defined herein) attached to this Agreement, Fordham Financial Management, Inc. and Carter Securities, LLC, as Placement Agents (the “Placement Agents”) whose name and address appear on the Information Sheet and American Stock Transfer & Trust Company LLC with an address at 59 Maiden Lane, New York, NY 10038 (the “Escrow Agent”).
ContractWarrant Agreement • April 2nd, 2010 • Polymedix Inc • Pharmaceutical preparations • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among BTHC II ACQUISITION CORP., POLYMEDIX MERGER SUB, INC., POLYMEDIX, INC. and THOSE STOCKHOLDERS OF BTHC II ACQUISITION CORP. IDENTIFIED ON EXHIBIT A HERETO Dated October 6, 2005Agreement and Plan of Merger and Reorganization • April 5th, 2006 • Polymedix Inc • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of October 6, 2005 by and among BTHC II Acquisition Corp., a Delaware corporation (the “Company”), PolyMedix Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), PolyMedix, Inc., a Delaware corporation (“PolyMedix”), and those stockholders of the Company listed on Exhibit A hereto (the “Company Stockholders”). The Company, Merger Sub, PolyMedix and the Company Stockholders are each a “Party” and together are “Parties” to this Agreement.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • November 30th, 2007 • Polymedix Inc • Pharmaceutical preparations • New York
Form of Subscription Agreement SUBSCRIPTION AGREEMENT (For Institutional Investors only)Subscription Agreement Subscription Agreement • June 27th, 2008 • Polymedix Inc • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENT BTHC II Acquisition Corp. For Purchase of Series 1 Convertible Preferred StockSubscription Agreement • April 5th, 2006 • Polymedix Inc • Texas
THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE OR OTHER GOVERNMENTAL AUTHORITIES SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
PolyMedix – University of Massachusetts Term Sheet December 18, 2003Polymedix Inc • May 24th, 2006 • Pharmaceutical preparations
PolyMedix (PMX) and the University of Massachusetts (UMass) agree to the following terms for subsequent licenses to inventions made from Sponsored Research in the Gregory Tew laboratory:
Merrill Lynch Loan Management Account®AgreementPolymedix Inc • June 19th, 2006 • Pharmaceutical preparations
This Merrill Lynch Loan Management Account Agreement (“Agreement”) establishes the terms and conditions that govern the Merrill Lynch Loan Management Account (“LMA®) with Merrill Lynch Bank USA (“Bank”). The LMA is an uncommitted revolving line of credit account. This Agreement will become effective when Bank notifies the Borrower (defined below) that the LMA has been approved. This Agreement also includes all applications, approval letters and other documents or agreements identified by the Bank as being part of, or subject to, this Agreement.
December 23, 2003Polymedix Inc • April 5th, 2006
Reference is made to the Patent License Agreement Between PolyMedix, Inc, and the Trustees of the University of Pennsylvania, signed January 1, 2003 (the “Original License Agreement”) and Attachment 1, Inventions and Patent Rights. Attachment 1 is hereby amended and the following inventions and dockets from the Trustees of the University of Pennsylvania are added to the list of Inventions and Patent Rights, and are licensed to PolyMedix, Inc.:
POLYMEDIX, INC. AMENDMENT NO. 2 TO REGISTRATION RIGHTS SUBSTITUTION AGREEMENTRegistration Rights Substitution Agreement • October 16th, 2007 • Polymedix Inc • Pharmaceutical preparations • Delaware
THIS WAIVER AND AMENDMENT NO. 2 (the “Amendment”) TO REGISTRATION RIGHTS SUBSTITUTION AGREEMENT (the “Agreement”) is made this day of 2007 by and among PolyMedix, Inc., a Delaware corporation (the “Company”), and the undersigned Holders of at least a majority in interest of the outstanding Registrable Securities (the “Majority Holders”).
POLYMEDIX, INC. AMENDMENT NO. 1 TO REGISTRATION RIGHTS SUBSTITUTION AGREEMENTRegistration Rights Substitution Agreement • October 16th, 2007 • Polymedix Inc • Pharmaceutical preparations • Delaware
THIS WAIVER AND AMENDMENT NO. 1 (the “Amendment”) TO REGISTRATION RIGHTS SUBSTITUTION AGREEMENT (the “Agreement”) is made this day of 2007 by and among PolyMedix, Inc., a Delaware corporation (the “Company”), and the undersigned Holders of at least a majority in interest of the outstanding Registrable Securities (the “Majority Holders”).
PENNSYLVANIA FULL SERVICE LEASE RADNOR PROPERTIES – SDC, L.P. Landlord and POLYMEDIX, INC. Tenant for Suite 300 170 North Radnor Chester Road Radnor, PennsylvaniaPolymedix Inc • June 19th, 2006 • Pharmaceutical preparations • Pennsylvania
THIS LEASE (“Lease”) entered into as of the 26 day of May, 2006, between RADNOR PROPERTIES-SDC, L.P., a Delaware limited partnership (“Landlord”), and POLYMEDIX, INC., a Delaware corporation with its principal place of business at 3701 Market Street Philadelphia, Pennsylvania (“Tenant”).
PolyMedix, Inc. 170 Radnor-Chester Road, Suite 300 Radnor, PA 19087 SUBSCRIPTION AGREEMENT (Non-Institutional Investors)Subscription Agreement • July 10th, 2008 • Polymedix Inc • Pharmaceutical preparations
PolyMedix, Inc. is offering Units consisting of one share of its Common Stock, par value $0.001 per share, and a Series A Warrant to purchase one share of its Common Stock pursuant to a Registration Statement on Form S-1 (Registration No. 333-151084) filed with the Securities and Exchange Commission. The undersigned hereby subscribes to purchase the number of Units of PolyMedix, Inc. set forth in the space provided below at the offering price per Unit specified hereunder. The undersigned (referred to as “I”) understands that PolyMedix has the right to accept or reject my subscription in whole or in part. I acknowledge receipt of the latest preliminary Prospectus dated July 10, 2008 and I understand that a final Prospectus will be sent to me under separate cover letter. The undersigned has read the “Plan of Distribution” contained in the Prospectus, including, without limitation, a description of the compensation payable to Fordham Financial Management, and I understand that a portion o
February 22, 2006 Dr. Nicholas Landekic President & CEO Polymedix 3701 Market Street Philadelphia, PA 19104 RE: LAB/OFFICE SPACE LICENSE AGREEMENT FOR 3701MARKET STREET Dear Dr. Landekic:Polymedix Inc • April 5th, 2006
When properly executed in the spaces provided at the end of this letter, this letter, together with any accompanying schedules or exhibits, will constitute a space license agreement (this “Agreement”) between Polymedix (sometimes referred to in this Agreement as “you” or the “Company”) and the University City Science Center or its affiliates (the “Science Center”). Many of the specific terms and conditions applying to your Space License (defined below) under this Agreement, including your designated Work Area(s) (defined below), the term of this Agreement and your financial obligations under this Agreement, are set forth on Schedule 1, as amended, (“Schedule 1”), which is attached to and is a part of this Agreement. Schedule 1 may be amended from time to time by you and the Science Center. To have effect, each amendment to Schedule 1 must be signed and dated by you and the Science Center and each successive amendment will be designated as Schedule 1.1, Schedule 1.2, and so on.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 5th, 2006 • Polymedix Inc • Massachusetts
This Agreement, effective as of January 2, 2005 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Amherst campus, and Polymedix, Inc. (“Company”), a Delaware corporation.
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement Subscription Agreement • July 24th, 2007 • Polymedix Inc • Pharmaceutical preparations • New York
Delivery by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth below, and released by The American Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”) (attention: (___) ___-___), to the Investor at the Closing (as defined in Section 3.1 of Annex A hereto). NO LATER THAN TWO (2) BUSINESS DAYS AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
November ___, 2009 PolyMedix, Inc. 170 N. Radnor-Chester Road Suite 300 Radnor, PA 19087 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms and agrees with you as follows:Purchase Agreement • November 6th, 2009 • Polymedix Inc • Pharmaceutical preparations • New York
