Genaera Corp Sample Contracts

CONFIDENTIAL
Consulting Agreement • March 3rd, 1999 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Pennsylvania
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AGREEMENT ---------
Registration Rights Agreement • August 14th, 2000 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Exhibit 1.1 MAGAININ PHARMACEUTICALS, INC. 2,500,000 Shares/1/ Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • October 20th, 1997 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
BACKGROUND
License Agreement • November 14th, 1996 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances)
RECITALS
Common Stock Purchase Agreement • August 6th, 1999 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
WITNESSETH:
Preferred Stock Purchase Agreement • May 11th, 2001 • Genaera Corp • Biological products, (no disgnostic substances) • Pennsylvania
WITNESSETH ----------
License Agreement • May 11th, 2001 • Genaera Corp • Biological products, (no disgnostic substances) • New York
AMENDMENT TO PATENT LICENSE AGREEMENT
Patent License Agreement • August 14th, 2003 • Genaera Corp • Biological products, (no disgnostic substances) • Pennsylvania
BACKGROUND
Stock Issuance Agreement • October 21st, 1996 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Pennsylvania
WITNESSETH:
Stock and Warrant Purchase Agreement • May 28th, 2003 • Genaera Corp • Biological products, (no disgnostic substances) • Pennsylvania
Terms
Consent Agreement • June 12th, 2003 • Genaera Corp • Biological products, (no disgnostic substances) • Pennsylvania
AGREEMENT
Agreement • May 11th, 2001 • Genaera Corp • Biological products, (no disgnostic substances)
Change In Control Agreement
Change in Control Agreement • November 9th, 2004 • Genaera Corp • Biological products, (no disgnostic substances) • Delaware

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) between Genaera Corporation, a Delaware corporation (the “Company”), and John A. Skolas (the “Employee”) is executed and effective as of August 27, 2004 (the “Effective Date). Certain capitalized terms used herein are defined in Section 21.

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BETWEEN
Office Lease • March 13th, 1998 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Pennsylvania
EXHIBIT 10.1 LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
License • November 13th, 2002 • Genaera Corp • Biological products, (no disgnostic substances)
RECITALS
Collaborative Research and Option Agreement • March 15th, 2000 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
LIQUIDATING TRUST AGREEMENT
Liquidating Trust Agreement • June 12th, 2009 • Genaera Corp • Biological products, (no disgnostic substances) • Delaware

AGREEMENT AND DECLARATION OF TRUST, dated as of June 12, 2009, by and among Genaera Corporation., a Delaware corporation (the “Company”), and Argyce LLC, a Delaware limited liability company (the “Trustee”).

Re: Agreement in the Event of a Change of Control of Genaera Corporation
Genaera Corp • March 28th, 2008 • Biological products, (no disgnostic substances) • Pennsylvania

The following will confirm the agreement of Genaera Corporation, a Delaware corporation (the "Company"), with you concerning the consequences upon certain terminations of your employment in connection with a change in control of the Company.

AMENDMENT NO. 1 TO SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
And Warrant Purchase Agreement • June 12th, 2003 • Genaera Corp • Biological products, (no disgnostic substances)
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 15th, 2005 • Genaera Corp • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this "Agreement") is dated as of September 9, 2005, between Genaera Corporation, a Pennsylvania corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and

CONFIDENTIAL
Genaera Corp • September 13th, 2005 • Biological products, (no disgnostic substances) • New York
LICENSE AND COLLABORATION AGREEMENT
License and Collaboration Agreement • October 11th, 2000 • Magainin Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
GENAERA CORPORATION
Genaera Corp • December 5th, 2007 • Biological products, (no disgnostic substances)

For and in consideration of the mutual promises contained herein and other good and valuable consideration and intending to be legally bound, we have agreed to amend in its entirety the second paragraph of your letter agreement dated October 21, 2003, as amended by letter agreement dated November 29, 2005 and by letter agreement dated July 6, 2006, between you and Genaera Corporation as follows:

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