REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2012 • Proteonomix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2012, between Proteonomix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2012 • Proteonomix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2012, between Proteonomix, 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”).
SERIES B COMMON STOCK PURCHASE WARRANTProteonomix, Inc. • March 13th, 2012 • Pharmaceutical preparations
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________________ or its assigns (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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 1 year, 2 week anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Proteonomix, Inc., a Delaware corporation (the “Company”), up to _____ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES C COMMON STOCK PURCHASE WARRANTProteonomix, Inc. • March 13th, 2012 • Pharmaceutical preparations
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (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 exercise of the Series B Common Stock Purchase Warrant held by the Holder (or its permitted assigns) (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Proteonomix, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, the exercisability of this Series C Warrant shall vest ratably from time to time in proportion to the Holder’s (or its permitted assigns) exercise of the Series B Common Stock Purchase Warrant as compared with all Series B Comm
Exhibit 10.48 Research Agreement The University of Miami This Research Agreement (the "Agreement") is entered into as of this 1/31/2008 (the "Effective Date"), by and between The University of Miami, located at 1507 Levante Avenue, Coral Gables,...Research Agreement • January 28th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations
THIS NOTE (AS HEREINAFTER DEFINED) AND THE SECURITIES ISSUABLE IN ACCORDANCE HEREWITH HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "ACT") AND MAY NOT...Proteonomix, Inc. • October 20th, 2009 • Pharmaceutical preparations • New York
This Note is issued pursuant to the Securities Purchase Agreement dated as of March 29, 2007, by and between Company and the Investors (as defined therein) (the "Purchase Agreement") and is subject to all of the terms and conditions stated in such Purchase Agreement, which is hereby incorporated herein in full by reference.
WAIVER AND AMENDMENT AGREEMENTWaiver and Amendment Agreement • October 20th, 2009 • Proteonomix, Inc. • Pharmaceutical preparations • New York
This WAIVER AND AMENDMENT AGREEMENT, dated as of September 30, 2008 (this "Agreement"), is entered into by and between Proteonomix, Inc. a Delaware corporation (the "Company"), and Isaac Sambrowsky (the “Investor”) (collectively the “Parties”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 30th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations • Delaware
This EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into as of October 29, 2007 (the "Effective Date") by and between National Stem Cell Holding, Inc., a Delaware corporation, with its principal office at 187 Mill Lane, Mountainside, NJ 07052 ("NSC"); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 ("Licensor").
ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONS FROM MICHAEL COHEN TO PROTEONOMIX, INC.Technologies and Patent Applications • January 28th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations • New York
This Assignment Agreement (the “Agreement”) is made this 1st day of July, 2009, by and between Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (the “Assignor”); Proteonomix, Inc., a Delaware corporation (“Proteonomix”) with offices at 187 Mill Lane, Mountainside, New Jersey 07092 (together, the “Parties”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations
This amended agreement (the “Agreement”) is made as of this 21ST day of December, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, and amended July 1, 2009 (the “Employment Agreement”) by and between Proteonomix, Inc. formerly National Stem Cell Holding, Inc., a Delaware corporation (the “Company”) with an address a 187 Mill Lane, Mountainside, New Jersey 07092 and Michael Cohen, with an address at7 Stanford Court, West Orange, New Jersey 07052 (the Employee”) (the parties hereto are herein referred to as the “Parties”).
RESEARCH AGREEMENTResearch Agreement • November 15th, 2011 • Proteonomix, Inc. • Pharmaceutical preparations
This Research Agreement (the “Agreement”) made this 15th day of November, 2011, (“Effective Date”) by and between Proteonomix Inc., located at 187 Mill Lane, Mountainside, NJ 07092 (“Company”) and University of Miami, a not-for-profit corporation having administrative offices at 1400 NW 10th Ave, 10th Floor, Miami, FL 33136 (“Institution”). (Company and Institution may be referred to individually as a “Party” and jointly as “Parties”).
STOCK PURCHASE AGREEMENT between ALBERT ANOUNA and NATIONAL STEM CELL, INC. regarding stock in SPERM BANK OF NEW YORK , INC. dated January 14, 2005Stock Purchase Agreement • October 20th, 2009 • Proteonomix, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT, dated this 14 day of January,2005, between ALBERT ANOUNA, residing at 25 Central Park West, Apartment 18Q, New York,
PROTEONOMIX, INC. AND PROTEODERM, INC. KISHORE AHUJA, M.D. MULTI-CENTER COSMECEUTICAL STUDY AGREEMENTMulti-Center Cosmeceutical Study Agreement • March 26th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT is made and entered into as of the 1st day of March, 2010, by and-among Proteonomix, Inc., a Delaware corporation and Proteoderm, Inc., a New York corporation, both with offices at 187 Mill Lane, Mountainside, NJ 07092 (respectively "PX" and "PD," collectively “PX/PD"); and Kishore Ahuja, M.D., with offices at One Woodbridge Center Suite 400, Woodbridge, New Jersey 07095 ("Dr. Ahuja”) (collectively the "Parties").
Oral Agreement with San-Mar LaboratoriesOral Agreement • October 20th, 2009 • Proteonomix, Inc. • Pharmaceutical preparations
San-Mar Laboratories, Inc. with a headquarters address at 4 Warehouse Lane, Elmsford, New York10523, has entered into an oral agreement with the Company and its subsidiary, Proteoderm, Inc., on January 2, 2009.
ContractProteonomix, Inc. • December 4th, 2009 • Pharmaceutical preparations
ORAL UNDERSTANDING BY AND AMONG THE SPERM BANK OF NEW YORK, INC. AND BIOGENETICS, INC AND THE SPERM AND EMBRYO BANK OF NEW JERSEY, INC. DATED JANUARY 14, 2005
IAN MCNIECE, PH.D. CONSULTING AGREEMENTConsulting Agreement • December 4th, 2009 • Proteonomix, Inc. • Pharmaceutical preparations • Florida
THIS AGREEMENT (this “Agreement”) dated as of November 30 , 2009 ("Effective Date") is made by and between Proteonomix, Inc.., a Delaware corporation, with its principal office at 187 Mill Lane Mountainside, New Jersey 07052 (“the Company”); and Ian McNiece having an address of 821 Majorca Avenue, Coral Gables Florida 33134 (the “Executive”) (collectively the “Parties.”)
TERMS OF LOAN AGREEMENTTerms of Loan Agreement • March 1st, 2010 • Proteonomix, Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 4th, 2009 • Proteonomix, Inc. • New York
AGREEMENT AND PLAN OF MERGER, dated as of September 12 2006 (the "Agreement"), among Azurel Ltd., a Delaware corporation ("Azurel"), Azurel Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Azurel ("Merger Sub"), National Stem Cell, Inc., a Delaware corporation ("NSC"), and certain of the stockholders of Azure' listed on Schedule 1 hereto (the "Escrow Depositors").
ASSIGNMENT OF TECHNOLOGIES AND PATENT APPLICATIONSTechnologies and Patent Applications • August 4th, 2009 • Proteonomix, Inc. • New York
This Assignment Agreement (the “Agreement”) is made this 1st day of July, 2009, by and among Michael Cohen, residing at 7 Stanford Court, West Orange, New Jersey 07052 (“MC”); Jacob Cohen, residing at 25 Brook Place West Orange, New Jersey 07052 (“JC”)(herein individually an “Assignor” and collectively the “Assignors”); Proteonomix, Inc., a Delaware corporation (“Proteonomix”) and its subsidiary, Proteoderm, Inc. a New York corporation (the “Subsidiary”), both with offices at 187 Mill Lane, Mountainside, New Jersey 07092 (together, the “Parties”), entered into this 1st day of July, 2009.
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2009 • Proteonomix, Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of July 1, 2009 by and between Proteonomix, a Delaware corporation, (“Proteonomix”), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and Robert D. Kohn, residing at 7320 NW 68th Avenue, Parkland, Florida 33067 (the “Executive”) (collectively the "Parties").
NATIONAL STEM CELL, INC. RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2009 • Proteonomix, Inc.
This Restated Employment Agreement (this "Agreement") is made as of January 4, 2008 by and between Michael Cohen (the "Executive") and National Stem Cell, Holding, Inc., a Delaware corporation (the "Company") (collectively the “Parties”) and reflects the original employment agreement dated January 14, 2005, the Amendment and Assignment and Assumption Agreement dated June 1, 2007 and oral understanding thereto.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into as of the 23rd day of March 2009 by and among Proteonomix, Inc (other OTC: PROT), a Delaware corporation, having its principal address at 187 Mill Lane, Mountainside, NJ 07092-2909, and Icecoldstocks.com, Inc., a Florida Corporation, and Barry Davis, having their principal address at 9060 Equus Circler, Boynton Beach FL 33472 (the “Consultants”) (collectively the “Parties” and individually a “Party”).
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated September 2, 2008 by and between National Stem Cell, Inc., a Delaware corporation, (“NSC”), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and John Murray, 1714 Hamburg Turnpike, Wayne, New Jersey 07460 (the “Executive”) (collectively the "Parties").
CHIEF SCIENTIFIC OFFICER AGREEMENTChief Scientific Officer Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS AGREEMENT (this "Agreement") is made and entered into as of September 2, 2008 (the "Effective Date"), by and between National Stem Cell, Inc., a Delaware corporation having an address at 187 Mill Lane, Mountainside, New Jersey 07052 (the “Company"), and Ashoke Agarwal, M.D., with an address at 715 Broadway, Paterson, New Jersey 07514 (“Dr. Agarwal"). The parties this Agreement are hereinafter referred to as the “Parties.”
CHIEF SCIENTIFIC OFFICER AGREEMENT BY AND BETWEEN ASHOKE AGARWAL, M.D. AND STROMACEL, INC.Chief Scientific Officer Agreement • March 26th, 2010 • Proteonomix, Inc. • Pharmaceutical preparations • Florida
THIS AGREEMENT (this "Agreement") is made and entered into as of February 23, 2010 (the "Effective Date"), by and between StromaCel, Inc., a Florida corporation having an address at 623 Eagle Rock Avenue, Suite 102, West Orange, NJ 07052 (the “Company"), and Ashoke Agarwal, M.D., with an address at 715 Broadway, Paterson, New Jersey 07514 (“Dr. Agarwal"). The parties to this Agreement are hereinafter referred to as the “Parties.”
JOE & SAM OF NEW YORK, INC. CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • New York
THIS CONSULTING AGREEMENT (the “Agreement”) dated June 4, 2007 (the Effective date”) by and between the National Stem Cell Holding, Inc., a Delaware corporation, (the “Company”, and Joe and Sam of New York, Inc., a New York corporation (the “Consultant”) (collectively the "Parties").
LICENSE AGREEMENTLicense Agreement • October 20th, 2009 • Proteonomix, 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 ("JHLP') and National Stem Cell, a Delaware Corporation having an address at 1130 Route 22 West, Mountainside, NJ 07092 ("Company"), with respect to the following:
TERRY DUBROW, M.D. MEDICAL SPOKESPERSON CONSULTING AGREEMENTMedical Spokesperson Consulting Agreement • August 4th, 2009 • Proteonomix, Inc. • New Jersey
THIS CONSULTING AGREEMENT (the “Agreement”) dated December 29, 2008 by and between Proteonomix, Inc. a Delaware corporation, the “Company”) (on behalf of itself and its subsidiary Proteoderm, Inc.), and Terry Dubrow, M.D. (the “Consultant”) (collectively the "Parties").
NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENTNational Financial • August 4th, 2009 • Proteonomix, Inc. • Massachusetts
AGREEMENT (this "Agreement") made as of the st' day of June, 2008 between National Stem Cell Holding, Inc., a Delaware corporation, maintaining its principal offices at 187 Mill Lane, Mountainside, NJ 07092, (hereinafter referred to as the "Client") and National Financial Communications Corp. DBA/ OTC Financial Network, a Commonwealth of Massachusetts corporation maintaining its principal offices at 300 Chestnut St, Suite 200, Needham, MA 02492 (hereinafter referred to as the "Consultant"). The parties to this Agreement are hereinafter referred to as the "Parties."
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 21st, 2012 • Proteonomix, Inc. • Pharmaceutical preparations • New Jersey
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of June 18, 2012 (the “Effective Date”) by and between Proteonomix Inc, Inc., a Delaware corporation, with its principal office at 145 Highview Terrace, Hawthorne, NJ 07506 ( “PROTEONOMIX”); and Ian McNiece having an address 821 Majorca Ave, Coral Gables, FL 33134 (“Licensor”).
RETAINER AGREEMENTRetainer Agreement • February 1st, 2011 • Proteonomix, Inc. • Pharmaceutical preparations • York
This agreement is intended to memorialize the duties and responsibilities of the parties with respect to such services and Information (as defined below) concerning the Client.
AGREEMENTAgreement • August 4th, 2009 • Proteonomix, Inc.
THIS AGREEMENT (the "Agreement") is hereby made and entered into as of this 19th day of January, 2009, by and among Proteonomix, Inc., a Delaware corporation with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PI"); its wholly-owned subsidiary, Proteoderm, Inc., a New York corporation, with offices at 187 Mill Lane, Mountainside, NJ 07092 ("PD"); China Biopharma, Inc., a Delaware corporation, with offices at 75 Shuguang Rd., Bldg. B, Hangzhou, China 310007 ("CB"), and Sinoquest Investment Limited, a British Virgin Island corporation domiciled in China, with offices at 173 Yugu Lu, Zhongtian Dasha, 16-L, Hangzhou, China 310007 ("SI"). Each party hereto may be referred to as a "Party," and all of the parties. may be referred to collectively as the "Parties." CB and SI may hereinafter be referred to as the "China Company") and PD and PI as "Proteo").
CONSULTING AGREEMENTConsulting Agreement • October 20th, 2009 • Proteonomix, Inc. • Pharmaceutical preparations • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated May 19, 2008 by and between National Stem Cell Holding, Inc., a Delaware corporation, (“National Stem Cell Holding”), with its principal place of business at 187 Mill Lane, Mountainside, New Jersey 07052 and Kenneth Steiner, M.D., residing at 411 Osprey Lane, Brielle, New Jersey 08730 (the “Executive”) (collectively the "Parties").
CONSULTING AGREEMENTConsulting Agreement • August 4th, 2009 • Proteonomix, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) dated January 1, 2007 by and between National Stem Cell Holding, Inc. a Delaware corporation, (“the Company” or the “Company”), and Nancyco of NY, Inc. a New York Corporation, (the “Consultant”) (collectively the "Parties").
JOEL PENSLEYProteonomix, Inc. • October 20th, 2009 • Pharmaceutical preparations
This letter will describe the basis on which I will provide those services. In addition, it will address specific matters that are required to be set forth in writing by the standards of bar association pursuant to which I practice. It is preferable to put these matters in writing so that they are completely understood and agreed to at the commencement of our engagement. If you have any comments or questions concerning the terms of this engagement, or if you would like to discuss possible modifications, please do not hesitate to phone.
