Biolex, Inc. Sample Contracts

LEASE AGREEMENT
Lease Agreement • August 14th, 2007 • Biolex, Inc.

THIS LEASE AGREEMENT (this “Lease”) is made this 22nd day of December, 2005, between ARE-7030 KIT CREEK, LLC, a Delaware limited liability company (“Landlord”), and BIOLEX, INC., a Delaware corporation (“Tenant”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 9th, 2007 • Biolex, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2007, by and between BIOLEX THERAPEUTICS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 14th, 2007 • Biolex, Inc. • North Carolina

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of March 8, 2007, by and between Biolex, Inc., (the “Company”), and David Spencer (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • August 14th, 2007 • Biolex, Inc.

This agreement is hereby entered this the 9th day of August, 2000 by and between Harold J. Milholen and William F. Milholen, (hereinafter collectively “Lessor” ), and Biolex, Inc., a Delaware corporation (hereinafter “Lessee.”)

NOTE PURCHASE AGREEMENT $17 Million Senior Secured Convertible Promissory Notes
Note Purchase Agreement • October 9th, 2007 • Biolex, Inc. • Pharmaceutical preparations • New York

This Note Purchase Agreement (the “Agreement”) is made as of January 5, 2005 by and among Biolex, Inc., a Delaware corporation (the “Company”), with its principal office at 158 Credle St., Pittsboro, North Carolina 27312, and Johnson & Johnson Development Corporation, a New Jersey corporation (the “Purchaser”), with its principle office at 410 George Street, New Brunswick, New Jersey 08933.

SECURITY AGREEMENT
Security Agreement • October 9th, 2007 • Biolex, Inc. • Pharmaceutical preparations • New York

SECURITY AGREEMENT, dated as of June 1, 2006 (this “Agreement”), is executed by and among Biolex, Inc., a Delaware corporation (the “Debtor”), and JOHNSON & JOHNSON DEVELOPMENT CORPORATION, as collateral agent (the “Collateral Agent”) for the Secured Party (as defined below).

LICENCE AGREEMENT Made and entered into on this 7th day of July, 2005 (“the Effective Date”) By and Between: YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED
Licence Agreement • September 11th, 2007 • Biolex, Inc. • Pharmaceutical preparations

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.

MASTER SECURITY AGREEMENT Dated as of October 28, 2003 (“Agreement”)
Master Security Agreement • August 14th, 2007 • Biolex, Inc.

THIS COLLATERAL SCHEDULE NO. 003 is annexed to and made a part of that certain Master Security Agreement dated as of October 28, 2003 between General Electric Capital Corporation, together with its successors and assigns, if any, as Secured Party and BIOLEX, INC. as Debtor and describes collateral in which Debtor has granted Secured Party a security interest in connection with the Indebtedness (as defined in the Security Agreement) including without limitation that certain Promissory Note dated in the original principal amount of $145,951.59.

MASTER SECURITY AGREEMENT No. 5081101 Dated as of September 21, 2005 (“Agreement”)
Master Security Agreement • August 14th, 2007 • Biolex, Inc. • Virginia

THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Biolex, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 158 Credle St., Pittsboro, NC 27312.

FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 14th, 2007 • Biolex, Inc. • Delaware

This Fourth Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of May 18, 2007 by and among Biolex, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series AA1 Preferred Stock (the “Series AA1 Stock”) listed on Exhibit A attached hereto (the “Series AA1 Investors”), the holders of the Company’s Series AA2 Preferred Stock (the “Series AA2 Stock”) listed on Exhibit B attached hereto (the “Series AA2 Investors”), the holders of the Company’s Series BB Preferred Stock (the “Series BB Stock”), listed on Exhibit C attached hereto (the “Series BB Investors”), the holders of the Company’s Series CC Preferred Stock (the “Series CC Stock” and together with the Series AA2 Stock and the Series BB Stock, the “Senior Stock”) listed on Exhibit D attached hereto (the “Series CC Investors”, and together with the Series BB Investors and the Series AA2 Investors, the “Senior Investors”), and the holders of the Company’s Common Stock (the “Common

LICENSE AGREEMENT by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation and EPIcyte Pharmaceutical, Inc., a California corporation
License Agreement • September 11th, 2007 • Biolex, Inc. • Pharmaceutical preparations • California

This License Agreement is entered into and made effective as of this 9th day of October, 1997, by and between THE SCRIPPS RESEARCH INSTITUTE, a California nonprofit public benefit corporation (“Scripps”) located at 10550 North Torrey Pines Road, La Jolla, California 92037, and EPICYTE PHARMACEUTICAL, INC., a California corporation (“EPIcyte”) located at 8445 Camino Santa Fe, Suite 102, San Diego, California 92121, with respect to the facts set forth below.

NORTH CAROLINA STATE UNIVERSITY LICENSE AGREEMENT
License Agreement • September 11th, 2007 • Biolex, Inc. • Pharmaceutical preparations • North Carolina

This Agreement is made by and between North Carolina State University (hereinafter referred to as “NCSU”), a constituent institution of the University of North Carolina and an educational institution organized under the laws of North Carolina, and having its principal office at 1 Holladay Hall, Box 7003, Raleigh, North Carolina 27695-7003, and Biolex, Inc. (“hereinafter referred to as “LICENSEE”), a corporation organized under the laws of Delaware and having its principal place of business at Raleigh, North Carolina.

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