Medicus Pharma Ltd. Sample Contracts
MEDICUS PHARMA LTD. and Odyssey Transfer and Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of June 2, 2025 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 2nd, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of June 2, 2025 ("Agreement"), between Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), and Odyssey Transfer and Trust Company, as warrant agent, a corporation organized under the laws of Minnesota (the "Warrant Agent").
COMMON SHARE PURCHASE WARRANT MEDICUS PHARMA LTD.Common Share Purchase Warrant • June 2nd, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, Cede & Co. 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 5:00 p.m. (New York City time) on June 3, 2030 (the "Termination Date") but not thereafter, to subscribe for and purchase from Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), up to 2,260,000 common shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be the sole registered holder of this Warr
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • February 11th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this "Agreement") dated as of February 10, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the "Investor"), and MEDICUS PHARMA LTD., a company incorporated under the laws of the Province of Ontario, Canada (the "Company"). The Investor and the Company may be referred to herein individually as a "Party" and collectively as the "Parties."
MEDICUS PHARMA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [ ] units (the "Units"), with each Unit consisting of one of the Company's common shares, no par value (the "Shares"), and one warrant to purchase one Share (the "Warrant") to the several underwriters (such underwriters, for whom Maxim Group LLC ("Maxim" or the "Representative") is acting as representative, the "Underwriters" and each an "Underwriter"). Such Units are hereinafter collectively called the "Firm Securities." The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the "Option") to purchase up to an additional [ ] Shares (the "Option Shares") and/or [ ] Warrants (the "Option Warrants", and together with the Units and Option Shares and Option Warrants, the "Offered Units") on the terms set forth in Section 1(b) hereof. The Option Shares and Opt
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • Pennsylvania
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter this "Agreement") is made effective the 2nd day of December, 2024 (the "Effective Date")
ContractPlacement Agency Agreement • June 2nd, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
PURCHASE AGREEMENTPurchase Agreement • May 5th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations
THIS PURCHASE AGREEMENT (this "Agreement"), dated as of May 2, 2025, is between MEDICUS PHARMA LTD., a company incorporated under the laws of the Province of Ontario, Canada, with principal executive offices located at 300 Conshohocken State Rd., Suite 200, W. Conshohocken, PA 19428 (the "Company"), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a "Buyer" and collectively the "Buyers").
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2024 • Medicus Pharma Ltd.
This Agreement is made and entered into as of the 29th day of April, 2016 ("Effective Date"), by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 200 Gardner Steel Conference Center, Thackeray and O'Hara Streets, Pittsburgh, Pennsylvania 15260 ("University"), and Skinject Inc., with its principal business at 4981 McKnight Road, Suite 101371, Pittsburgh, PA 15237 ("Licensee").
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 29th, 2024 • Medicus Pharma Ltd.
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2024 • Medicus Pharma Ltd.
This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this "First Amendment") is made as of February 26, 2020 , by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("University") and SkinJect Inc. ("Licensee").
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2024 • Medicus Pharma Ltd. • Pennsylvania
WHEREAS the Company wishes to employ the Executive and the Executive wishes to be employed by the Company pursuant to the terms and conditions of this Agreement.
SERIES [A][B] COMMON SHARE PURCHASE WARRANT MEDICUS PHARMA LTD.Security Agreement • July 14th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
THIS COMMON SHARE 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 5:00 p.m. (New York City time) on July 14, 2030 (the "Termination Date") but not thereafter, to subscribe for and purchase from Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), up to [ ] common shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in physical form.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 29th, 2024 • Medicus Pharma Ltd.
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • September 18th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
This Global Guaranty Agreement (this "Guaranty") is made as of September 17, 2025, by the entities listed on Schedule I attached hereto (the "Guarantors") in favor of YA II PN, LTD. ("YA II" or the "Creditor"), with respect to all obligations of MEDICUS PHARMA LTD., an entity organized under the laws of the Province of Ontario, Canada (the "Debtor") owed to the Creditor.
A CLINICAL TRIAL AGREEMENT (the "Agreement") is EFFECTIVE the 3rd day of December 2021 (the "Effective Date") BETWEEN: SkinJect, Inc.Clinical Trial Agreement • May 29th, 2024 • Medicus Pharma Ltd. • New York
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • February 14th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations
This SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this "First Amendment") is made as of April 23, 2024, by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("University") and SkinJect, Inc. ("Licensee").
PURCHASE AGREEMENTPurchase Agreement • September 18th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations
THIS PURCHASE AGREEMENT (this "Agreement"), dated as of September 17, 2025, is between MEDICUS PHARMA LTD., a company incorporated under the laws of the Province of Ontario, Canada, with principal executive offices located at 300 Conshohocken State Rd., Suite 200, W. Conshohocken, PA 19428 (the "Company"), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a "Buyer" and collectively the "Buyers").
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 29th, 2024 • Medicus Pharma Ltd. • Ontario
WHEREAS, subject to the terms and conditions hereof, the Purchaser wishes to acquire the businesses of Skinject pursuant to the Business Combination (as hereinafter defined) whereby, upon the completion of the Business Combination in the manner described herein, Skinject will become a wholly owned subsidiary of the Purchaser; and
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • July 3rd, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • England and Wales
ANTEV LIMITED, a company incorporated under the laws of England and Wales whose registered number is 08764600 and whose registered office is at Ibex House, Baker Street, Weybridge, England, KT13 8AH
MEDICUS PHARMA LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
Medicus Pharma Ltd., a corporation organized under the laws of Ontario, Canada (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 5,333,334 units (the "Units"), with each Unit consisting of one of the Company's common shares, no par value (the "Shares"), and one warrant to purchase one Share (the "Warrant") to the several underwriters (such underwriters, for whom Maxim Group LLC ("Maxim" or the "Representative") is acting as representative, the "Underwriters" and each an "Underwriter"). Such Units are hereinafter collectively called the "Firm Securities." The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the "Option") to purchase up to an additional 800,000 Shares (the "Option Shares") and/or 800,000 Warrants (the "Option Warrants", and together with the Units and Option Shares and Option Warrants, the "Offered Units") on the terms set forth in Section 1(b) hereof. The Option
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • Pennsylvania
WHEREAS the Company wishes to employ the Employee and the Employee wishes to be employed by the Company pursuant to the terms and conditions of this Agreement.
MANAGEMENT AGREEMENTManagement Agreement • July 15th, 2024 • Medicus Pharma Ltd. • Pharmaceutical preparations
This confidential Agreement (the "Agreement") is made as of October 18, 2023 by and between Medicus Pharma Ltd (MDCX), and Rbx Capital, LP, ("RBx").
MEDICUS PHARMA LTD. 10.00% Unsecured Convertible Notes due 2025 INDENTURE Dated as of May 3, 2024 Odyssey Trust Company, as TrusteeIndenture • May 29th, 2024 • Medicus Pharma Ltd. • Ontario
Pursuant to Section 2.13 of the Indenture, the undersigned registered holder of 10.00% Unsecured Convertible Notes due 2025 hereby notifies you that the undersigned is irrevocably electing to receive [the accrued interest due on the Interest Payment Date which occurs on____________, 20_____] [the accrued and unpaid interest due upon the conversion of the Notes on or about ____________, 20_____] in cash.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 29th, 2024 • Medicus Pharma Ltd.
This SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (this "First Amendment") is made as of April 23, 2024, by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("University") and Medicus Pharma, Ltd. ("Licensee").
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • May 5th, 2025 • Medicus Pharma Ltd. • Pharmaceutical preparations • New York
This Global Guaranty Agreement (this "Guaranty") is made as of May 2, 2025, by the entities listed on Schedule I attached hereto (the "Guarantors") in favor of YA II PN, LTD. ("YA II" or the "Creditor"), with respect to all obligations of MEDICUS PHARMA LTD., an entity organized under the laws of the Province of Ontario, Canada (the "Debtor") owed to the Creditor.