MultiCell Technologies, Inc. Sample Contracts

EXHIBIT LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (this "Agreement"), dated as of (date), is entered into between the LENDERS IDENTIFIED HEREIN (each, a "Lender" and collectively, "Lenders") and EXTEN INDUSTRIES, INC. ("Borrower")...
Loan and Security Agreement • November 17th, 2003 • Exten Industries Inc • Surgical & medical instruments & apparatus • California
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Exten Industries Inc • November 17th, 2003 • Surgical & medical instruments & apparatus • California
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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC (together with it permitted assigns, the “Buyer”). This Agreement amends and restates the Registration Rights Agreement between the Company and the Buyer dated as of May 3, 2006. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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EXHIBIT 2.1 STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 13, 2001
Stock Purchase Agreement • September 28th, 2001 • Exten Industries Inc • Finance services • Delaware
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AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 5th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 5, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). This Agreement amends and restates the Common Stock Purchase Agreement between the Company and the Buyer dated as of May 3, 2006. Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of September 13, 2001 by and among Exten Industries, Inc., a Delaware corporation (the "Company"), on the one hand, and the Estate of Hugo O....
Registration Rights Agreement • September 28th, 2001 • Exten Industries Inc • Finance services • Delaware
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EXHIBIT LOAN AGREEMENT This Loan Agreement (this "Agreement"), dated as of October 13, 2001, is entered into between George Colin ("Lender"), and EXTEN INDUSTRIES, INC. ("Borrower") as of the date first set forth above. The above information is...
Loan Agreement • November 17th, 2003 • Exten Industries Inc • Surgical & medical instruments & apparatus • California
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EXHIBIT 10.7 Collaborative Research Agreement This agreement dated as of November 1, 2001 between Pfizer Inc, a Delaware corporation, having a principal place of business at 235 E 42nd Street, New York, New York 10017 and its Affiliates ("Pfizer") and...
Collaborative Research Agreement • November 17th, 2003 • Exten Industries Inc • Surgical & medical instruments & apparatus • New York
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Contract
MultiCell Technologies, Inc. • March 7th, 2007 • Surgical & medical instruments & apparatus • California

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2007 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • California

Registration Rights Agreement dated as of February 28, 2007 (this “Agreement”) by and between MultiCell Technologies, Inc., a Delaware corporation, with principal executive offices located at 701 George Washington Highway, Lincoln, Rhode Island 02865 (the “Company”), and La Jolla Cove Investors, Inc. (the “Holder”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • May 4th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 7th, 2007 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • California

Securities Purchase Agreement dated as of February 28, 2007 (this “Agreement”) by and between MultiCell Technologies, Inc., a Delaware corporation, with principal executive offices located at 701 George Washington Highway, Lincoln, Rhode Island (the “Company”), and La Jolla Cove Investors, Inc. (“Holder”).

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WARRANT TO PURCHASE COMMON STOCK
Purchase Common Stock • March 7th, 2007 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • California

THIS WARRANT TO PURCHASE COMMON STOCK is being issued pursuant to that certain Securities Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) by and between MultiCell Technologies, Inc., a Delaware corporation (the “Company”), to La Jolla Cove Investors, Inc. (“Holder”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Debenture or the Purchase Agreement.

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LICENSE AGREEMENT
License Agreement • April 14th, 2015 • MultiCell Technologies, Inc. • Pharmaceutical preparations • California

THIS LICENSE AGREEMENT (the “Agreement”), effective as of March 10, 2015 (the “Effective Date”), is made by and between Oxis Biotech, Inc., a Delaware corporation, having a place of business at 1407 North Beverly Drive, Beverly Hills, CA 90210 (“OXIS”) and MultiCell Immunotherapeutics, Inc., a Delaware corporation, having a place of business at 68 Cumberland Street, Suite 301, Woonsocket, RI 02895 (hereinafter “MCIT”).

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WARRANT TO PURCHASE COMMON STOCK
MultiCell Technologies, Inc. • July 20th, 2006 • Surgical & medical instruments & apparatus • California

THIS WARRANT CERTIFIES THAT for value received, [ ], or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from MultiCell Technologies, Inc., a Delaware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of July 14, 2006, by and among the Company, Holder and the other parties therein named (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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MultiCell Technologies, Inc. Common Stock and Warrants to Purchase Common Stock SUBSCRIPTION AGREEMENT
Multicell Technologies Inc. • May 23rd, 2005 • Surgical & medical instruments & apparatus • California

MultiCell Technologies, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with the persons and entities set forth on Exhibit "D" hereto and incorporated herein by reference (collectively, the "Purchasers") and Mercator Advisory Group, LLC ("MAG"), as set forth below.

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • September 29th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • California

This Separation Agreement and Release (“Agreement”) is made by and between Gerard A. Wills (“Employee”) and MultiCell Technologies, Inc. (“Company”) (collectively referred to as the “Parties”):

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RESEARCH AGREEMENT
Research Agreement • April 14th, 2015 • MultiCell Technologies, Inc. • Pharmaceutical preparations • California

This RESEARCH AGREEMENT (the “Agreement”), effective as of March 10, 2015 (the “Effective Date”), is made by and between Oxis Biotech, Inc., a Delaware corporation, having a place of business at 1407 North Beverly Drive, Beverly Hills, CA 90210 (“OXIS”) and MultiCell Immunotherapeutics, Inc., a Delaware corporation, having a place of business at 68 Cumberland Street, Suite 301, Woonsocket, RI 02895 (hereinafter “MCIT”).

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THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO...
Multicell Technologies Inc. • September 2nd, 2005 • Surgical & medical instruments & apparatus • California

This Certifies That, for value received, Anthony J. Cataldo, or his assigns (the "Holder"), is entitled to subscribe for and purchase at the Exercise Price (defined below) from MultiCell Technologies, Inc., a Delaware corporation, with its principal office at 701 George Washington Highway, Lincoln, RI 02865 (the "Company") up to 2,000,000 shares of Common Stock of the Company (the "Common Stock").

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SPONSORED RESEARCH AGREEMENT
Sponsored Research Agreement • February 28th, 2014 • MultiCell Technologies, Inc. • Pharmaceutical preparations • Ontario

This Sponsored Research Agreement is made as of the 27th day of September 2013 (“Effective Date”) by and between the following parties:

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AMENDMENT NO. 2 TO FORECLOSURE SALE AGREEMENT
Foreclosure Sale Agreement • October 25th, 2012 • MultiCell Technologies, Inc. • Pharmaceutical preparations

This Amendment No. II to the FORECLOSURE SALE AGREEMENT (this “Amendment No. 2”) is entered into as of October 23, 2012 by and among Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”), Silicon Valley Bank (“SVB”) and Xenogenics Corporation, a Nevada corporation (“Purchaser”). VLL4, VLL5 and SVB are sometimes referred to hereinafter collectively, as “Sellers” and individually as a “Seller” and VLL5, in its capacity as collateral agent for the Sellers under the Loan Agreement (as defined in the Agreement, as defined below) is sometimes referred to herein as “Agent.”

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Confidential treatment shall be requested as to portions marked "[Redacted]" pursuant to a request for confidential treatment to be filed with the Securities and Exchange Commission. Omitted portions shall be filed separately with the Securities and...
Research Agreement • January 12th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • New York

This AGREEMENT ("Agreement"), effective as of November __, 2005, ("Effective Date") is between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation ("Columbia"), and MultiCell Technologies, Inc., a Delaware Corporation ("Company").

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EMPLOYMENT AGREEMENT
Employment Agreement • May 23rd, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California

This Agreement is entered into by and between Exten Industries, a State of Delaware Corporation (the "Company"), and Ronald Faris ("Employee") as of September 9, 2001 ("Effective Date").

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LICENSE AGREEMENT
License Agreement • February 6th, 2004 • Exten Industries Inc • Surgical & medical instruments & apparatus • Rhode Island

This License Agreement (the "Agreement") is made and entered into as of August 1, 2003 (the "Effective Date"), by and between MultiCell Technologies, Inc., ("MULTICELL") a corporation organized under the laws of the State of Rhode Island, having a place of business at 55 Access Road, Suite 700, Warwick, RI 02886, and XenoTech, LLC, ("XENOTECH") a limited liability corporation organized under the laws of the State of Kansas, having a place of business at 16825 West 116th Street, Lenexa, KS 66219. MULTICELL and XENOTECH are sometimes each hereinafter referred to as a "Party" or collectively as "Parties" to this Agreement.

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MULTICELL TECHNOLOGIES, INC. COMMON STOCK PURCHASE WARRANT FOR 1,572,327 SHARES
Warrant • May 4th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Illinois

This Warrant is issued in connection with and pursuant to that certain Common Stock Purchase Agreement (the “Purchase Agreement”) dated as of May 3, 2006, by and between MULTICELL TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and FUSION CAPITAL FUND II, LLC, the registered holder hereof, or its assigns (the “Holder”).

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MULTICELL TECHNOLOGIES, INC. AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK
MultiCell Technologies, Inc. • July 28th, 2006 • Surgical & medical instruments & apparatus • California

This Warrant Certifies That, for value received, Anthony J. Cataldo, or his assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from the Company up to 1,000,000 shares of Common Stock of the Company (the “Common Stock”).

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ASSET CONTRIBUTION AGREEMENT BY AND AMONG MULTICELL TECHNOLOGIES, INC. ASTRAL THERAPEUTICS, INC., ALLIANCE PHARMACEUTICAL CORP., AND ASTRAL, INC. Dated as of September 7, 2005
Asset Contribution Agreement • September 8th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California

This ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp., a New York corporation ("Alliance"), and Astral, Inc. a Delaware corporation and wholly owned subsidiary of Alliance ("Astral," and together with Alliance, the "Transferors"). MultiCell, Transferee, and Transferors are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

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October 26, 2006 Multicell Technologies, Inc.
MultiCell Technologies, Inc. • November 1st, 2006 • Surgical & medical instruments & apparatus
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AMENDMENT NO. 3 TO FORECLOSURE SALE AGREEMENT
Foreclosure Sale Agreement • October 15th, 2013 • MultiCell Technologies, Inc. • Pharmaceutical preparations

This Amendment No. III to the FORECLOSURE SALE AGREEMENT (this “Amendment No. 3”) is entered into as of October 11, 2013 by and among Venture Lending & Leasing IV, Inc. (“VLL4”), Venture Lending & Leasing V, Inc. (“VLL5”), Silicon Valley Bank (“SVB”) and Xenogenics Corporation, a Nevada corporation (“Purchaser”). VLL4, VLL5 and SVB are sometimes referred to hereinafter collectively, as “Sellers” and individually as a “Seller” and VLL5, in its capacity as collateral agent for the Sellers under the Loan Agreement (as defined in the Agreement, as defined below) is sometimes referred to herein as “Agent.”

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DEBENTURE PURCHASE AGREEMENT
Debenture Purchase Agreement • March 7th, 2007 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • California

This Debenture Purchase Agreement dated as of February 28, 2007 (the “Agreement”) is made by and between MultiCell Technologies, Inc., a Delaware corporation, with executive offices located at 701 George Washington Highway, Lincoln, Rhode Island 02865 (the “Company”), and La Jolla Cove Investors, Inc. (the “Holder”) with executive offices located at 7817 Herschel Avenue, Suite 200 La Jolla, California 92037.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 31st, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California

This Employment Agreement (the "Agreement") is made and entered into effective as of May 26, 2005 (the "Effective Date") by and between MultiCell Technologies, Inc., a Delaware corporation (the "Company"), and Ron Faris, Ph.D., an individual ("Faris"). The Company and Faris may be referred to herein individually as a "Party" or collectively as the "Parties."

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Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. Omitted portions have been...
Confidential Treatment • March 19th, 2009 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT (“Agreement”), effective as of March 17, 2009, (“Effective Date”) is between MAXIM BIOTECH, INC., a California corporation (“Maxim”), and MULTICELL TECHNOLOGIES, INC., a Delaware Corporation (“MultiCell”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 20th, 2006 • MultiCell Technologies, Inc. • Surgical & medical instruments & apparatus • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of July 14, 2006, among [ ], and MultiCell Technologies, Inc., a Delaware corporation (the “Company”).

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THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED...
MultiCell Technologies, Inc. • February 6th, 2006 • Surgical & medical instruments & apparatus • California

This Warrant to Purchase Common Stock (the "Warrant") is issued to Trilogy Capital Partners, Inc., or registered assigns (the "Holder") by MultiCell Technologies, Inc., a Delaware corporation (the "Company").

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WARRANT TO PURCHASE COMMON STOCK
MultiCell Technologies, Inc. • July 20th, 2006 • Surgical & medical instruments & apparatus • California

THIS WARRANT CERTIFIES THAT for value received, [ ] (hereinafter called the “Holder”) is entitled to purchase from MultiCell Technologies, Inc., a Delaware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of July 14, 2006, by and among the Company, Holder and the other parties therein named (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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