REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2013 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made effective as of March 5, 2013, by and among SignPath Pharma Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SIGNPATH PHARMA INC. Private Placement of Units PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York
SignPath Pharma Inc., a Delaware corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, a $3,000,000 no minimum basis (the Maximum Offering”) of units (“Units”), with a $2,000,000 Over-Subscription Option. Each Unit offered at $1,000 consists of (i) one share of Series D Convertible Preferred Stock convertible into 500 shares of Common Stock issuable at $2.00 per share, and (ii) Class D Warrants exercisable at $3.00 per share (the “Warrants”) to purchase an aggregate of 125 shares of Common Stock. The Units are being offered during an offering period commencing on the date hereof and expiring December 16, 2014 [90 days from the date the Offering commences], unless mutually extended or terminated by the Company and Meyers Associates L.P. (“Meyers” or the “Placement Agent”), or earlier if all of the Units are sold (
CLASS C COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of SIGNPATH PHARMA INC.SignPath Pharma, Inc. • May 15th, 2013 • Pharmaceutical preparations • Delaware
THIS CLASS C COMMON STOCK PURCHASE WARRANT (this “Warrant”) CERTIFIES that, for value received, _____________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on the seven-year anniversary of the Effective Date (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from SignPath Pharma Inc., a Delaware corporation (the “Company”), up to _________________ ___________________ (_________) shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.875 subject to adjustment hereunder.
CLASS E COMMON STOCK PURCHASE WARRANT To Purchase ___________ Shares of Common Stock of SIGNPATH PHARMA INC.Common Stock Purchase Warrant • April 8th, 2016 • SignPath Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS CLASS E COMMON STOCK PURCHASE WARRANT (this “Warrant”) CERTIFIES that, for value received, _____________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on the seven-year anniversary of the Effective Date (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from SignPath Pharma Inc., a Delaware corporation (the “Company”), up to _________________ ___________________ (_________) shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.00 subject to adjustment hereunder.
ContractSubscription Agreement • May 15th, 2013 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2009 • SignPath Pharma, Inc. • New York
AGREEMENT made as of the 1st day of July, 2007 by and between Lawrence Helson, MD (hereinafter referred to as the “Employee”) and SignPath Pharma, Inc., a Delaware Corporation.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the "Agreement") is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 ("JHU”) and Signpath Pharma, ("LICENSEE"), a Pennsylvania co oration having an address at 1375 California Road, Quakertown, PA 18951 and is effective on the 5th day of June 2013 ("EFFECTIVE DATE"), but If none stated, then on the date of the last signature affixed.
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made the 1st day of May, 2015, by and between Kai Larson (hereinafter referred to as the “Employee”) and SignPath Pharma, Inc. (the “Company”), a Delaware Corporation.
CONSULTING AGREEMENT FOR SCIENTIFIC ADVISORY BOARD MEMBERSConsulting Agreement • June 22nd, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York
This Agreement entered into this 1st_ day of July, 2007, by and between Sign Path Pharma, Inc. (“Sign Path”), a Delaware corporation, with its principal place of business at [1375 California Road, Quakertown, PA, 18951] and Lawrence Helson MD, a Scientific Advisory Board member] f 1375 California Road Quakertown, Pennsylvania 18951, USA
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Texas
This Sponsored Research Agreement (the "Agreement") is made between the University of North Texas Health Science Center at Fort Worth, ("University"), a component institution of the University of North Texas System ("System"), and SignPath Pharmaceuticals, Inc. a Delaware corporation with its principal place of business at 1375 California Road, Quakertown. PA 18951 ("Sponsor").
Agreement for the Manufacturing of a Liposomal FormulationSignPath Pharma, Inc. • June 22nd, 2009 • Pharmaceutical preparations
Contractor is obliged to maintain the Contractual Intellectual Property Rights during the term of this Agreement at his own costs.
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 22nd, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • Texas
This Sponsored Research Agreement (the "Agreement") is made between the University of North Texas Health Science Center at Fort Worth, ("University"), a component institution of the University of North Texas System ("System"), and SignPath Pharmaceuticals, Inc. a Delaware corporation with its principal place of business at 45 Broadway, 2nd Floor New York, NY 10006 ("Sponsor").
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • June 22nd, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • Texas
This thirty-four (34) page AGREEMENT ("AGREEMENT") is made on this 18th day of August, 2008, by and between THE UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER at FORT WORTH (UNTHSC), a State of Texas institution of higher education, whose address is 3500 Camp Bowie Blvd. Fort Worth, Texas 76107-2699, and SIGNPATH PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business located at 45 Broadway, 2nd Floor New York, NY 10006 ("LICENSEE").
Amendment IIISignPath Pharma, Inc. • April 9th, 2015 • Pharmaceutical preparations
SERVICE AGREEMENTService Agreement • June 22nd, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (“Agreement”), effective January 30, 2008 (the "Effective Date"), is by and between Sign Path Pharmaceuticals, Inc., a company incorporated in the State of Delaware and having its office at Office at 45 Broadway 2nd Floor New York, NY 10006, USA (“CLIENT”) and BROOKWOOD PHARMACEUTICALS, INC having a principal place of business at 756 Tom Martin Drive, Birmingham, Alabama 35211 ("BROOKWOOD").
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York
Indemnification Agreement (this “Agreement”), dated as of December 1, 2008 (the “Effective Date”), by and among SignPath Pharma Inc., a Delaware corporation (the “Company”) and Meyers Associates LP (the “Agent”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 22nd, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • Maryland
This agreement (the “Agreement”) is entered into as of this eighteenth day of September, 2007 (the “Effective Date”), by and between The Johns Hopkins University, having a School of Medicine located at 733 North Broadway, Suite 117 Baltimore, Maryland, 21205 (the “Institution”), employer of Dr. Anirban Maitra (the “Investigator”), and Sign Path Pharma, Inc., a corporation organized under the laws of the State of Delaware, located at 1375 California Road, Quakertown, PA 18951, USA (the “Sponsor”).
Agreement for the Manufacturing of a Liposomal FormulationSignPath Pharma, Inc. • April 7th, 2009
Contractor is obliged to maintain the Contractual Intellectual Property Rights during the term of this Agreement at his own costs.
Amendment IISignPath Pharma, Inc. • April 9th, 2015 • Pharmaceutical preparations
Sponsored Research Agreement AMENDMENT 1Sponsored Research Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations
This Amendment is made this 18th day of July, 2014, between the University of North Texas Health Science Center (“Institution”), with an address at 3500 Camp Bowie Boulevard, Fort Worth, Texas 76107, and SignPath Pharmaceuticals, Inc. (“Sponsor”), with an address at 1375 California Road, Quakertown, PA 18951 to the Sponsored Research Agreement effective August 1, 2013 (the “Agreement”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY SIGN PATH PHARMA JHU Agreement #A11537License Agreement • April 7th, 2009 • SignPath Pharma, Inc. • Delaware
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Sign Path Pharma, Inc., a Delaware corporation having an address at 45 Broadway, New York, New York 10006 (“Company”), with respect to the following:
SERVICE AGREEMENTService Agreement • April 7th, 2009 • SignPath Pharma, Inc. • Delaware
THIS AGREEMENT (“Agreement”), effective January 30, 2008 (the "Effective Date"), is by and between Sign Path Pharmaceuticals, Inc., a company incorporated in the State of Delaware and having its office at Office at 45 Broadway 2nd Floor New York, NY 10006, USA (“CLIENT”) and BROOKWOOD PHARMACEUTICALS, INC having a principal place of business at 756 Tom Martin Drive, Birmingham, Alabama 35211 ("BROOKWOOD").
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • April 7th, 2009 • SignPath Pharma, Inc. • Texas
This thirty (30) page AGREEMENT ("AGREEMENT") is made on this 21st day of February, 2007, by and between THE BOARD OF REGENTS ("BOARD") of THE UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER ("UTMDACC"), a component institution of SYSTEM, and SIGNPATH PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business located at 45 Broadway, 2nd Floor, New York, New York 10006 ("LICENSEE").
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Texas
This Patent and Technology License Agreement ("AGREEMENT") is made on this 25th day of November 2013, by and between THE UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER at FORT WORTH (UNTHSC), a State of Texas institution of higher education, whose address is 3500 Camp Bowie Blvd. Fort Worth, Texas 76107-2699, and SIGNPATH PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business located at 1375 California Road Quakertown, PA 18951 ("SIGNPATH").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2015 • SignPath Pharma, Inc. • Pharmaceutical preparations • Pennsylvania
THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of the 12th day of December, 2014 (the “Effective Date”), by and between SIGNPATH PHARMA INC., a Delaware corporation (the “Company”), and DR. LAWRENCE HELSON (the “Employee”).
CLASS D COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of SIGNPATH PHARMA INC.SignPath Pharma, Inc. • April 9th, 2015 • Pharmaceutical preparations • Delaware
THIS CLASS D COMMON STOCK PURCHASE WARRANT (this “Warrant”) CERTIFIES that, for value received, [ ] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on the seven-year anniversary of the Effective Date (as defined below) (the “Termination Date”) but not thereafter, to subscribe for and purchase from SignPath Pharma Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price per share of Common Stock (the “Exercise Price”) under this Warrant shall be $3.00 subject to adjustment hereunder.
