SensiVida Medical Technologies, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT FOR MEDISCIENCE TECHNOLOGY CORP.(OTC-MDSC)
Subscription Agreement • July 30th, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus
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AGREEMENT BETWEEN THE RESEARCH FOUNDATION OF THE CITY UNIVERSITY OF NEW YORK AND MEDISCIENCE TECHNOLOGY CORPORATION
Agreement • December 23rd, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
AGREEMENT
Agreement • June 25th, 2007 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
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Employment Agreement • December 23rd, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • Pennsylvania
AGREEMENT
Agreement • March 12th, 2008 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
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Agreement • December 23rd, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
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Agreement • October 20th, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
WHEREAS
Project Agreement • August 3rd, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
R E C I T A L S
Anti-Dilution Agreement • August 3rd, 2004 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 27th, 2010 • SensiVida Medical Technologies, Inc. • Surgical & medical instruments & apparatus • New York

This Executive Employment Agreement (this “Agreement”) is made as of the 15th day of August, 2010 by and between SensiVida Medical Technologies, Inc., a Delaware corporation (the “Company”), and John Spoonhower, a natural person who resides in the State of New York (“Executive”).

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BIOSCOPIX, INC. SENSIVIDA ACQUISITION CORP. AND SENSIVIDA MEDICAL SYSTEMS, INC. Dated as of November 5, 2008
Agreement and Plan of Reorganization • January 20th, 2009 • Mediscience Technology Corp • Surgical & medical instruments & apparatus • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of November 5, 2008 by and among BioScopix, Inc., a New Jersey corporation (“Parent”), SensiVida Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“SensiVida Acquisition Corp.”), and SensiVida Medical Systems, Inc., a Delaware corporation (the “Company”).

EXHIBITS
Mediscience Technology Corp • August 17th, 2005 • Surgical & medical instruments & apparatus
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FIRST LICENSE AGREEMENT AMENDMENT
First License Agreement • February 22nd, 2011 • SensiVida Medical Technologies, Inc. • Surgical & medical instruments & apparatus

THE FIRST LICENSE AGREEMENT AMENDMENT is made as of April 20, 2010 by ROCHESTER BIOVENTURE CENTER, INC., ("Licensor"), and SENSIVIDA MEDICAL TECHNOLOGIES, INC. ("Licensee").

AGREEMENT AND PLAN OF MERGER OF BIOSCOPIX, INC. a Delaware corporation INTO MEDISCIENCE TECHNOLOGY CORP. a New Jersey corporation
Agreement and Plan of Merger • January 20th, 2009 • Mediscience Technology Corp • Surgical & medical instruments & apparatus

AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2008, by and between BioScopix, Inc., a Delaware corporation (the “Merging Corporation”), and Mediscience Technology Corp., a New Jersey corporation (the “Surviving Corporation”) (the Merging Corporation and the Surviving Corporation are sometimes called the “Constituent Corporations”).

LICENSE AGREEMENT
License Agreement • February 18th, 2011 • SensiVida Medical Technologies, Inc. • Surgical & medical instruments & apparatus • New York

This License Agreement (the “Agreement”) is entered into as of this ___ day of February, 2007 (“Effective Date”) between Infotonics Technology Center, Inc., a New York not-for-profit corporation (the “Infotonics”), and SensiVida Medical Systems, a Delaware corporation (“SensiVida”).

RECITALS:
Cooperation Agreement • May 18th, 2006 • Mediscience Technology Corp • Surgical & medical instruments & apparatus
CHESTERBROOK PARTNERS INC. (CP) PO BOX 7432 DELRAY BEACH FLORIDA, 33482 Subject: shareholder relations agreement with Mediscience Technology (MTC) Date: April 1, 2004 Whereas: (CP) has acted in the capacity of shareholder relationship on behalf of...
Mediscience Technology Corp • July 30th, 2004 • Surgical & medical instruments & apparatus

Whereas: (CP) has acted in the capacity of shareholder relationship on behalf of (MTC) for the past 14 years and wishes to continue to represent (MTC) and its Board of Directors/Officers to the financial community maintaining an informed shareholder base and,

SensiVida Medical Technologies, Inc. CONSULTING AGREEMENT
Consulting Agreement • February 18th, 2011 • SensiVida Medical Technologies, Inc. • Surgical & medical instruments & apparatus • New York

CONSULTING AGREEMENT dated as of 1 June , 2010 by and between SensiVida Medical Technologies Inc., with a principal place of business at 77 Ridgeland Road, Henrietta, NY 14623 (the “Company”), and Dhurjaty Electronics Consulting LLC, (the “Consultant”).

Design Services Contract
Design Services Contract • February 22nd, 2011 • SensiVida Medical Technologies, Inc. • Surgical & medical instruments & apparatus • Colorado

This Agreement is entered into this 26 day of May, 2010, by and between Wi Inc. (hereinafter referred to as “Wi”), whose address is 96 Inverness Dr. E., Ste. N, Englewood, CO 80112, and Sensivida Medical Technologies, Inc. (hereinafter referred to “Client”), doing business at 77 Ridgeland Road, Rochester, NY 14623.

Re: Placement Agent Agreement with J.P. Turner & Company, LLC
SensiVida Medical Technologies, Inc. • February 14th, 2011 • Surgical & medical instruments & apparatus • Georgia

This letter (the “Agreement”) is to set forth the terms and conditions pursuant to which J.P. Turner & Company, L.L.C. (the “Agent”) shall, except as expressly noted to the contrary herein, serve as, exclusive placement agent and financial advisor in connection with the best efforts sale (the “Offering”) of new securities of SensiVida Medical Technologies, Inc. (together with its affiliates and subsidiaries, the “Company”), for purposes of execution of the business plan, pursuant to all transaction documents that memorialize the Offering to be offered only to accredited investors (the “PPM”). The Offering will be on a reasonable best efforts basis and the securities to be sold in Offering are expected to be convertible preferred stock and warrants to purchase common shares (the “Securities”); however, the Company and Agent (collectively, the “Parties”) can elect to offer different securities. The gross proceeds to be received by the Company from the placement of the Securities are esti

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