PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of December 6, 1996 by and between ZYNAXIS, INC., a Pennsylvania corporation (the "Pledgor") and CYTRX CORPORATION, a Delaware corporation (the "Pledgee"). WHEREAS, Pledgee has agreed to lend funds to...Pledge Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
GUARANTYGuaranty • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of December 6, 1996 executed and delivered by ZYNAXIS, INC., a corporation organized under the laws of Pennsylvania, with its principal place of business and chief executive office located at 371...Security Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
WITNESSETHAgreement of Lease • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations
AMENDMENT OF EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the 15 day of November, 1996, between ZYNAXIS, INC., a Pennsylvania corporation ("Zynaxis"), and MARTYN D. GREENACRE, (the...Employment Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") dated as of March 21, 1997, is made between ZYNAXIS, INC., a Pennsylvania corporation (the "SELLER"), and PROCLINICAL, INC., a Pennsylvania...Asset Purchase Agreement • May 14th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Pennsylvania
Background ----------Secured Loan Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
NOTE EXCHANGE AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of December 6, 1996, by and among ZYNAXIS, INC., a Pennsylvania corporation (the "Company"), CYTRX CORPORATION, a Delaware corporation ("CytRx"), VAXCEL, INC., a...Note Exchange Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Pennsylvania
THE WARRANT REPRESENTED HEREBY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE...Purchase Agreement • November 12th, 1996 • Zynaxis Inc • Pharmaceutical preparations
ARTICLE II REPRESENTATIONS AND WARRANTIES OF ZYNAXISTechnology Development Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
PREFERRED STOCK AND WARRANT AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of December 6, 1996, by and among ZYNAXIS, INC., a Pennsylvania corporation ("Zynaxis"), CYTRX CORPORATION, a Delaware corporation ("CytRx"), Vaxcel,...Preferred Stock and Warrant Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Pennsylvania
iv) Interest on Past Due Amounts. Interest shall accrue on ---------------------------- any amount past due hereunder at a rate equal to two percent (2.0%) per annum in excess of the interest rate otherwise payable hereunder. All such interest shall...License Agreement and the Pledge Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
EXCLUSIVE LICENSE AGREEMENT WITH PURCHASE OPTION ------------------------------------------------ THIS EXCLUSIVE LICENSE AGREEMENT WITH PURCHASE OPTION ("Agreement") effective the 23rd day of September, 1996, is made between Phanos Technologies, Inc....Exclusive License Agreement With Purchase • November 12th, 1996 • Zynaxis Inc • Pharmaceutical preparations
SUBLANDLORD: SUBTENANT:Sublease Cancellation Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations
WHEREAS, on the 23rd day of August, 1988, a certain Lease (the "Lease") was entered into by and between Rouse & Associates - 335 Phoenixville Pike Limited Partnership ("Landlord") and Zynaxis Cell Science Inc. ("Tenant") for a portion of a building located at 371 Phoenixville Pike, Malvern, PA 19355 (the "Premises") and, thereafter, PMRA III, a California Group Trust, c/o PMRA Realty Advisors, a California corporation, 800 Newport Center Drive, Suite 300, Newport Beach, CA 92660 succeeded to the title and interest in the Premises by Deed from Rouse & Associates on May 2, 1989. The Lease was amended December 1, 1992.
PHANOS TECHNOLOGIES, INC. C/O CYBERSTUDIOS 8559 HIGUERA ST. CULVER CITY, CA 90232 October 17, 1996 Martyn Greenacre Zynaxis, Inc. 371 Phoenixville Pike Malvern, PA 19355 RE: EXCLUSIVE LICENSE AGREEMENT WITH PURCHASE OPTION Dear Martyn: Reference is...License Agreement • November 12th, 1996 • Zynaxis Inc • Pharmaceutical preparations
PHANOS TECHNOLOGIES, INC. C/O CYBERSTUDIOS 8559 HIGUERA ST. CULVER CITY, CA 90232 October 17, 1996 Martyn Greenacre Zynaxis, Inc. 371 Phoenixville Pike Malvern, PA 19355 RE: EXCLUSIVE LICENSE AGREEMENT WITH PURCHASE OPTION Dear Martyn: Reference is made to the signed Exclusive License Agreement with Purchase Option dated September 23, 1996 (the "Agreement") between Phanos Technologies, Inc. and Zynaxis, Inc. Paragraph 4 of the Agreement is hereby amended to provide that the $150,000 portion of the Exclusive License Fee described therein be payable $75,000 on October 18, 1996 and $75,000 on October 23, 1996. Paragraph 5 is amended to provide that the Running Royalties on Sales will terminate upon the expiration of the last patent included in the Zynaxis Information. Paragraph 11 is amended to provide that Phanos may disclose the Zynaxis Information to a third party if that third party has entered into a Confidentiality Agreement with Phanos in a form reasonably acceptable to Zynaxis. Th
REGISTRATION RIGHTS AGREEMENT ------------------------------------------------- ------------------------------- This is a REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of June 7, 1996 by and among ZYNAXIS, INC., a Pennsylvania corporation...Registration Rights Agreement • November 12th, 1996 • Zynaxis Inc • Pharmaceutical preparations
COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT THIS COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT dated as of December 6, 1996, executed and delivered by ZYNAXIS VACCINE TECHNOLOGIES, INC., a Pennsylvania corporation (the "Debtor"), in favor of CYTRX...Collateral Assignment of License Agreement • March 27th, 1997 • Zynaxis Inc • Pharmaceutical preparations • Georgia
