KARUBA INTERNATIONAL PTY LTDService Agreement • March 29th, 2002 • Lipid Sciences Inc/ • Land subdividers & developers (no cemeteries) • California
1 EXHIBIT 10.18 LIPID SCIENCES, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 7th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • Delaware
FORPurchase Agreement • May 14th, 2002 • Lipid Sciences Inc/ • Pharmaceutical preparations • Arizona
RECITALSIncentive Stock Option Agreement • October 30th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • California
RECITALSNonqualified Stock Option Agreement • May 17th, 2002 • Lipid Sciences Inc/ • Pharmaceutical preparations • California
LOAN AGREEMENTLoan Agreement • May 15th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • Arizona
AMENDMENT NINE TO DEVELOPMENT AGREEMENTDevelopment Agreement • August 13th, 2002 • Lipid Sciences Inc/ • Pharmaceutical preparations
RECITALSEmployment Agreement • March 29th, 2002 • Lipid Sciences Inc/ • Land subdividers & developers (no cemeteries) • Arizona
3 4 7. PRIOR CONTRACTSNz Corp • September 24th, 2001 • Land subdividers & developers (no cemeteries) • California
AGREEMENTRelease Agreement • March 28th, 2003 • Lipid Sciences Inc/ • Pharmaceutical preparations • California
Exhibit 10.1 REAL ESTATE PURCHASE AGREEMENT Seller: NZ Properties, Inc., an Arizona corporation Buyer: Bambifeathers LLC, a Delaware limited liability company Escrow Agent: Transnation Title Insurance Co. Escrow No.: 308628 Date: April 19, 2002 1....Real Estate Purchase Agreement • August 13th, 2002 • Lipid Sciences Inc/ • Pharmaceutical preparations • Arizona
RECITALS:Indemnification Agreement • March 29th, 2002 • Lipid Sciences Inc/ • Land subdividers & developers (no cemeteries) • Arizona
RECITALSEmployment Agreement • March 28th, 2003 • Lipid Sciences Inc/ • Pharmaceutical preparations • California
RECITALSEmployment Agreement • September 24th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • California
AMENDMENT NO. 1 TO INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 30th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • California
EXHIBIT 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is entered into effective as of [__________________], by and between Lipid Sciences, Inc., a Delaware corporation (the "Company"), and [_______________]...Indemnification Agreement • March 28th, 2003 • Lipid Sciences Inc/ • Pharmaceutical preparations • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 8, 2006, is by and between LIPID SCIENCES, INC., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2007 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into by and between Lipid Sciences, Inc., a Delaware corporation (the “Company”), and Dale Richardson (“Executive”), is effective as of March 1, 2007 except as otherwise provided, and amends and restates in its entirety the Existing Employment Agreement (defined below). The Company and Executive are hereinafter collectively referred to as the “Parties,” and may individually be referred to as a “Party.”
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2008 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT is effective as of March 10, 2008 (“Effective Date”) by and between LIPID SCIENCES, INC., a Delaware corporation (the “Company”), and S. LEWIS MEYER, Ph.D., an individual (the “Employee”) and amends and restates in its entirety that certain Amended and Restated Employment Agreement of March 1, 2007 by and between the Company and Employee. The Company and the Employee are each sometimes referred to as a “Party” and together as the “Parties.”
1 EXHIBIT 10.2 * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS INTELLECTUAL PROPERTY LICENSE...Intellectual Property License Agreement • August 16th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • California
RECITALSNonqualified Stock Option Agreement • October 30th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • Delaware
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement • May 15th, 2003 • Lipid Sciences Inc/ • Pharmaceutical preparations
1 2 the obligations under this Agreement, (b) this Agreement is the valid and binding obligation of the Seller, and (c) to the knowledge of counsel, based solely on a certificate of the officers or managers of the Seller, there is no action, suit or...1 Stock Purchase Agreement • August 10th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • Arizona
AMENDMENT FOUR TO DEVELOPMENT AGREEMENT ADDITIONAL WORKLipid Sciences Inc/ • August 13th, 2002 • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 8, 2006, is by and between LIPID SCIENCES, INC, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2006, is by and between LIPID SCIENCES, INC, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. With the exception Oppenheimer & Co. Inc. (“Placement Agent”), such entities are each referred to herein as an “Investor” and, collectively, as the “Investors.”
WARRANT TO PURCHASE COMMON STOCK OF LIPID SCIENCES, INC.Securities Purchase Agreement • August 10th, 2006 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • New York
THIS CERTIFIES that (the “Holder”) of this Warrant (this “Warrant”), has the right to purchase from LIPID SCIENCES, INC., a Delaware corporation (the “Company”), up to fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time during the period commencing on the first Business Day following the six month anniversary of the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the date that is the fifth (5th) anniversary of such commencement date (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of August 8, 2006 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
August 7, 2006Lipid Sciences Inc/ • August 10th, 2006 • Biological products, (no disgnostic substances)
We appreciate your interest in our private placement of shares of common stock and warrants issuable for common stock (the “Financing”). This letter confirms additional information regarding the Financing. We understand that you and the other investors will rely on this letter in connection with the purchase of securities in the Financing. Please note that capitalized terms not defined in this letter have the meaning set forth in the Securities Purchase Agreement to be entered into by you and the Company.
December 18, 2006Lipid Sciences Inc/ • December 20th, 2006 • Biological products, (no disgnostic substances)
We appreciate your interest in our private placement of shares of common stock (the “Financing”). This letter confirms additional information regarding the Financing. We understand that you and the other investors will rely on this letter in connection with the purchase of securities in the Financing. Please note that capitalized terms not defined in this letter have the meaning set forth in the Stock Purchase Agreement to be entered into by you and the Company.
Contract2001 Performance Equity Plan Incentive Stock Option Agreement • March 15th, 2005 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
THIS AGREEMENT made and entered into as of the [ ]th day of [ ] 200[ ] (the "Grant Date"), by Lipid Sciences, Inc., a Delaware corporation (the "Company"), and [ ] (the "Participant") whose signature is set forth on the signature page hereof.
Contract2001 Performance Equity Plan Nonqualified Stock Option Agreement • March 15th, 2005 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances) • California
THIS AGREEMENT made and entered into as of the [ ]th day of [ ] 200[ ] (the "Grant Date"), by Lipid Sciences, Inc., a Delaware corporation (the "Company"), and [ ] (the "Participant") whose signature is set forth on the signature page hereof.
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • August 1st, 2007 • Lipid Sciences Inc/ • Biological products, (no disgnostic substances)
This Amendment to Consulting Agreement (this “Agreement”) is made effective as of July 31, 2007 (the “Effective Date”) and is between Washington Cardiovascular Associates, LLC, a Maryland limited liability company (“WCA”), H. Bryan Brewer, Jr., M.D. (“Consultant”), and Lipid Sciences, Inc., a Delaware corporation (the “Corporation”).
CLINICAL STUDY AGREEMENT LIPID SCIENCES PROTOCOL LS-081Lipid Sciences Inc/ • August 9th, 2006 • Biological products, (no disgnostic substances) • District of Columbia
This agreement is made effective as of the 15th day of May, 2006 (“Effective Date”), between MedStar Research Institute, with its principal offices located at 6495 New Hampshire Avenue, Suite 201, Hyattsville, MD 20783, USA, Washington Hospital Center located at 110 Irving St, NW, Washington, DC 20010 both affiliates of Medstar Health hereinafter referred to as (“Medstar”) and Lipid Sciences, Inc. (“Sponsor”), with its principal offices located at 7068 Koll Center Parkway, Suite 401, Pleasanton, CA 94566.
1 3 WHEREAS, Lipid Sciences currently also has outstanding common stock purchase warrants and options entitling the holders thereof to purchase an aggregate of up to 2,560,000 shares of Lipid Sciences Common Stock, all as further described herein...1 Agreement and Plan of Merger • July 11th, 2001 • Nz Corp • Land subdividers & developers (no cemeteries) • Arizona
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • March 28th, 2003 • Lipid Sciences Inc/ • Pharmaceutical preparations
