Helix Biomedix Inc Sample Contracts

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RECITALS
Lease • November 9th, 2006 • Helix Biomedix Inc • Pharmaceutical preparations
FIRST AMENDMENT TO LEASE RENEWAL
Lease • March 27th, 2006 • Helix Biomedix Inc • Pharmaceutical preparations
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Separation and Release Agreement • April 30th, 2003 • Helix Biomedix Inc • Pharmaceutical preparations • Washington
RECITALS
Employment Agreement • November 9th, 2006 • Helix Biomedix Inc • Pharmaceutical preparations
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Rights Agreement • March 26th, 2004 • Helix Biomedix Inc • Pharmaceutical preparations • Delaware
RECITALS
Separation Agreement and Release • November 9th, 2006 • Helix Biomedix Inc • Pharmaceutical preparations
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Note and Warrant Purchase Agreement • May 6th, 2010 • Helix Biomedix Inc • Pharmaceutical preparations • Washington

This Convertible Note and Warrant Purchase Agreement (the “Agreement”) is made as of , 2010, by and between Helix BioMedix, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”).

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PRELIMINARY RECITALS
Office Sharing Agreement • September 30th, 2002 • Helix Biomedix Inc • Pharmaceutical preparations • Washington
RECITALS
Employment Agreement • November 9th, 2006 • Helix Biomedix Inc • Pharmaceutical preparations
Contract
Helix Biomedix Inc • May 15th, 2008 • Pharmaceutical preparations • Washington

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS (i) SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND (ii) AT THE OPTION OF THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED HAS BEEN DELIVERED TO THE COMPANY.

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2007 • Helix Biomedix Inc • Pharmaceutical preparations

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of June 15, 2007 by and between HELIX BIOMEDIX, INC., a Delaware corporation (“Helix”), and TIMOTHY FALLA, PH.D. (“Executive”).

SECOND AMENDMENT
Second Amendment • May 10th, 2012 • Helix Biomedix Inc • Pharmaceutical preparations

This Second Amendment (the “Amendment”) is made and entered into this 6th day of March, 2012, by and among NuGlow Cosmaceuticals, LLC (“NuGlow”), Camden Street Partners, LLC (“Camden”) and Helix BioMedix, Inc. (“HXBM”) and amends that certain Amended and Restated Operating Agreement of NuGlow Cosmaceuticals, LLC dated July 1, 2010 by and among NuGlow, Camden and HXBM, as amended (the “LLC Agreement”).

FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
Employment Letter Agreement • March 21st, 2008 • Helix Biomedix Inc • Pharmaceutical preparations

This FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is made and entered into effective as of November 15, 2007 by and between HELIX BIOMEDIX, INC., a Delaware corporation (“Helix”), and ROBIN L. CARMICHAEL (“Employee”).

THIRD AMENDMENT TO LEASE
Lease • November 5th, 2009 • Helix Biomedix Inc • Pharmaceutical preparations

This THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of July 22nd, 2009 by and between Teachers Insurance & Annuity Association of America, Inc., a New York corporation (“Landlord”), and Helix BioMedix, Inc., a Delaware corporation (“Tenant”).

INTERNATIONAL DISTRIBUTION AGREEMENT
International Distribution Agreement • May 6th, 2010 • Helix Biomedix Inc • Pharmaceutical preparations • Washington

This International Distribution Agreement (this “Agreement”), dated as of March 3, 2010 (the “Effective Date”), is made by and between Helix BioMedix, Inc (“Helix”), a company incorporated under the laws of the State of Delaware, USA, with its principal office at 22118 20th Ave SE # 204, Bothell, Washington 98021 USA (“Helix”), and the company identified below (“Distributor”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2007 • Helix Biomedix Inc • Pharmaceutical preparations

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of June 15, 2007 by and between HELIX BIOMEDIX, INC., a Delaware corporation (“Helix”), and R. STEPHEN BEATTY (“Executive”).

LOC AGREEMENT
Loc Agreement • May 10th, 2012 • Helix Biomedix Inc • Pharmaceutical preparations

This LOC AGREEMENT (this “Agreement”) is made and entered into effective as of March 9, 2012 by and between HELIX BIOMEDIX, INC., a Delaware corporation (the “Company”), and Frank T. Nickell (“Nickell”) and supersedes in its entirety that certain LOC Agreement by and between the Company and Nickell dated effective as of March 6, 2012.

SUPPLY AGREEMENT
Supply Agreement • August 5th, 2010 • Helix Biomedix Inc • Pharmaceutical preparations • Washington

This Supply Agreement (this “Agreement”), dated as of July 1, 2010, is made by and between Helix BioMedix, Inc., a Delaware corporation, with its principal office at 22118 20th Ave. S.E., Suite 204, Bothell, WA 98021 (“Manufacturer”), and NuGlow Cosmaceuticals, LLC, a California limited liability company, with it principal office at 3028 Motor Avenue, Los Angeles, CA 90064 (“Customer”).

Stock Option No. O-000 HELIX BIOMEDIX, INC. (THE “COMPANY”) INCENTIVE STOCK OPTION AGREEMENT
Stock Option • March 24th, 2011 • Helix Biomedix Inc • Pharmaceutical preparations

We are pleased to inform you that the Company has granted to you, as the individual named below (the “Optionee”), this Stock Option. This Stock Option Agreement is a contract between you and the Company. It grants to you certain defined rights, at certain times and under certain conditions, to purchase shares of the Company’s Common Stock, and in exchange you accept certain obligations and responsibilities, as described below and in the Company's 2011 Stock Option Plan amended, (the “Plan”) and the Terms and Conditions attached here.

FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • May 7th, 2009 • Helix Biomedix Inc • Pharmaceutical preparations

This First Amendment to License Agreement (the “First Amendment”) is made and entered into by and between Rodan & Fields, LLC (“Licensee”) and Helix BioMedix, Inc. (“Licensor”) and amends that certain License Agreement dated as of August 27, 2008 (the “Agreement”). Capitalized terms included in this First Amendment and not otherwise defined herein have the meanings given to them in the Agreement.

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