EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • Delaware
ANDService Agreement • April 11th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
PATENT AND KNOW-HOW ASSIGNMENT AND LICENSE AGREEMENT BY AND AMONG DE MONTFORT UNIVERSITY AND SOMANTA LIMITEDAgreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses
Exhibit 10.37 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of April 26, 2007 (this "Agreement"), by and between Somanta Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 19200 Von Karman Ave, Suite 400,...Security Agreement • July 12th, 2007 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
Exhibit 10.36 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of April 26, 2007, is entered into by and among Somanta Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Access Pharmaceuticals, Inc., a...Note Purchase Agreement • July 12th, 2007 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • Massachusetts
EXHIBIT 2.3 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 11th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • New York
AGREEMENT ---------Indemnity Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • Delaware
Warrant No. W-__ COMMON STOCK PURCHASE WARRANT To Purchase [50% Coverage] Shares of Common Stock of -------------------------- SOMANTA PHARMACEUTICALS, INC. THIS IS TO CERTIFY THAT _______________, or registered assigns (the "Holder"), is entitled,...Somanta Pharmaceuticals Inc. • February 6th, 2006 • Optical instruments & lenses • New York
EXHIBIT 10.16 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER...Somanta Pharmaceuticals Inc. • February 6th, 2006 • Optical instruments & lenses • New York
RECITALSAgreement and Plan of Merger • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses
RecitalsSecurity Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • New York
PATENT AND KNOW-HOW EXCLUSIVE SUBLICENSE AGREEMENT BY AND AMONG IMMUNODEX, INC. AND SOMANTA LIMITEDSublicense Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • California
EXHIBIT 10.17 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • April 11th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • New York
AGREEMENT ---------Arbitration Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • California
EXHIBIT 10.18 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement is made and entered into as of January 31, 2006 (this "Agreement"), among Somanta Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and each of the purchasers...Investor Rights Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 18, 2007, BY AND AMONG ACCESS PHARMACEUTICALS, INC., SOMANTA ACQUISITION CORPORATION, SOMANTA PHARMACEUTICALS, INC., SOMANTA INCORPORATED AND SOMANTA LIMITEDAgreement and Plan of Merger • April 20th, 2007 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 18, 2007, by and among Access Pharmaceuticals, Inc., a Delaware corporation ("Parent"), Somanta Acquisition Corporation, a Delaware corporation and a direct wholly-owned Subsidiary of Parent ("Merger Sub"), Somanta Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Somanta Incorporated, a Delaware corporation and a wholly-owned Subsidiary of the Company, and Somanta Limited, a company organized under the laws of England and a wholly-owned Subsidiary of Somanta Incorporated. Certain capitalized terms used herein are defined in Section 8.04.
November 7, 2005Somanta Pharmaceuticals Inc. • February 6th, 2006 • Optical instruments & lenses • New York
EXHIBIT 10.20 SOMANTA INCORPORATED -------------------- SERVICE PROVISION AGREEMENT --------------------------- THIS SERVICE PROVISION AGREEMENT (this "Agreement") is by and between Somanta Incorporated, a Delaware Corporation ("Somanta") and Pharma...Service Provision Agreement • April 11th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • England
PHENYLBUTYRATE CO-DEVELOPMENT AND SUBLICENSE AGREEMENT BY AND AMONG BRIDGE THERAPEUTIC PRODUCTS, INC AND BRIDGE ONCOLOGY PRODUCTS, INC.Sublicense Agreement • July 19th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”), is made and effective as of February 16, 2005 (the “Effective Date”), by and between Bridge Therapeutic Products Inc. (“BTP”) and Bridge Oncology Products Inc. (“BOP” and, together with BTP, the “Parties”).
PHENYLBUTYRATE CO-DEVELOPMENT AND SUBLICENSE AGREEMENT BY AND AMONG BRIDGE THERAPEUTIC PRODUCTS, INC AND BRIDGE ONCOLOGY PRODUCTS, INC.Development and Sublicense Agreement • April 11th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • New York
RESEARCH COLLABORATION AND LICENSE AGREEMENT BY AND AMONG ADVANCED CARDIOVASCULAR DEVICES, INC. AND SOMANTA LIMITEDCollaboration and License Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • New York
SOMANTA PHARMACEUTICALS, INC.Somanta Pharmaceuticals Inc. • June 13th, 2006 • Pharmaceutical preparations • Delaware
The purpose of this letter is to memorialize the agreement reached between Somanta Incorporated (the “Company”) and you related to your engagement as an independent consultant to the Company. If you agree to be bound by the terms and conditions set forth in this letter, please countersign this letter below.
SIDE AMENDMENT TO PATENT AND KNOW-HOW EXCLUSIVE SUBLICENSE AGREEMENTExclusive Sublicense Agreement • December 11th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
This Side Amendment to patent and know-how exclusive sublicense Agreement (the “Side Agreement”) is entered into Friday, November 3, 2006 (“Effective Date”) by and among Immunodex, Inc., a California corporation having an address at 1230 H Street, Eureka, California, 95501 (“Immunodex”); The Cancer Research Institute of Contra Costa having an address at 1230 H Street, Eureka, CA 95501 (“CRICC”); and Somanta Incorporated (“Somanta”) having business addresses at 19200 Von Karman Avenue, Suite 400, Irvine, CA 92612 USA and 80 Harley Street, London, W1G 7HB, United Kingdom.
ContractCollaborative Research Agreement • March 23rd, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • Bradford
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24(b)(2) OF THE SECURITIES AND EXCHANGE ACT OF 1934. CONFIDENTIAL TREATMENT IS REQUESTED AND IS NOTED WITH “[CONFIDENTIAL TREATMENT REQUESTED].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT TO COMMON STOCK PURCHASE WARRANTS AND NOTICE OF WARRANT EXERCISE DATED AUGUST 17, 2007 BETWEEN THE COMPANY AND SCO CAPITAL PARTNERS LLCCommon Stock Purchase • September 19th, 2007 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANTS AND NOTICE OF EXERCISE OF WARRANTS (this “Amendment”) is made as of August 17, 2007 (the “Effective Date”) by and between Somanta Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and SCO Capital Partners LLC (“SCO Capital”) and amends that Common Stock Purchase Warrant No. W-BL1 and that Common Stock Purchase Warrant W-C14 (each a “Warrant” and together the “Warrants”) both issued by the Company to SCO Capital in consideration for services rendered in connection with a debt financing of the Company.
SOMANTA INCORPORATED AMENDMENT TO SERVICE PROVISION AGREEMENTService Provision Agreement • July 19th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
THIS Amendment dated July 18, 2006 to the SERVICE PROVISION AGREEMENT dated November 3, 2005 (this “Amendment”) is between Somanta Incorporated, a Delaware Corporation (“Somanta”) and Pharma Consultancy Limited, a UK-registered company with registered office at Epic House, 128 Fulwell Road, Teddington, Middlesex TW11 0RQ, UK (“Provider”).
EXHIBIT 10.17 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • February 6th, 2006 • Somanta Pharmaceuticals Inc. • Optical instruments & lenses • New York
AGREEMENT REGARDING ACADEMIC CLINICAL STUDY BETWEEN THE CANCER RESEARCH INSTITUTE OF CONTRA COSTA AND SOMANTA LIMITEDAgreement Regarding Academic Clinical Study • July 19th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AGREEMENT REGARDING ACADEMIC CLINICAL STUDY (the “Agreement”) is entered into as of August 18, 2005 (the “Effective Date”) by and between SOMANTA LIMITED, a corporation organized under the laws of England (“Somanta”), and THE CANCER RESEARCH INSTITUTE OF CONTRA COSTA, a non-profit research institution (“CRICC”), each individually referred to in this Agreement as a “Party” and both collectively as the “Parties”.
AMENDMENT TO COMMON STOCK PURCHASE WARRANTS AND NOTICE OF WARRANT EXERCISE DATED AUGUST 17, 2007 BETWEEN THE COMPANY AND SCO FINANCIAL GROUP LLCCommon Stock Purchase • September 19th, 2007 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT AND NOTICE OF EXERCISE OF WARRANT (this “Amendment”) is made as of August 17, 2007 (the “Effective Date”) by and between Somanta Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and SCO Financial Group LLC (“SCO Financial”) and amends that Common Stock Purchase Warrant No. W-C15 (the “Warrant”), issued by the Company or its predecessor-in-interest, Somanta Incorporated, to SCO Financial in connection with that certain Letter Agreement, dated March 1, 2005, by and between Somanta Incorporated and SCO Financial (the “Letter Agreement”).
THIS AGREEMENT dated 27th JULY 2006 is made BETWEEN: WHEREASAgreement • August 29th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
CONFIDENTIALITY TREATMENT REQUESTEDSomanta Pharmaceuticals Inc. • July 19th, 2006 • Pharmaceutical preparations • New York
NOW THEREFORE, for good and valuable consideration, included the premises and mutual promises herein, IT IS AGREED as follows:
ContractCollaborative Research Agreement • July 19th, 2006 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations • Bradford
CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24(b)(2) OF THE SECURITIES AND EXCHANGE ACT OF 1934. CONFIDENTIAL TREATMENT IS REQUESTED AND IS NOTED WITH “[CONFIDENTIAL TREATMENT REQUESTED].” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN PREVIOUSLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SOMANTA LIMITEDSomanta Pharmaceuticals Inc. • June 13th, 2006 • Pharmaceutical preparations
The purpose of this letter is to memorialize the agreement reached between Somanta Limited (the “Company”) and you related to your engagement as an independent consultant to the Company. The parties acknowledge and agree that the Company intends to enter into a Share Exchange Agreement with Bridge Oncology Products, Inc. (“Bridge”) whereby the Company will become a wholly-owned subsidiary of Bridge. At such time, this letter agreement shall be assumed by Bridge and Bridge shall fulfill the Company’s obligations hereunder and references herein to the “Company” shall thereafter be references to Bridge. If you agree to be bound by the terms and conditions set forth in this letter, please countersign this letter below.
SECOND SIDE AMENDMENT TO PATENT AND KNOW-HOW EXCLUSVE SUBLICENSE AGREEMENT DATED AUGUST 18, 2005 AND ITS SIDE AMENDMENT DATED NOVEMBER 3, 2006.Patent And • March 19th, 2007 • Somanta Pharmaceuticals Inc. • Pharmaceutical preparations
This Second Side Amendment to patent and know-how exclusive sublicense Agreement (dated 8/18/05) (Sublicense Agreement) and its Side Amendment (dated 11/3/06) (Side Amendment) is entered into Wednesday, January 18, 2007 by Immunodex, a California corporation in Eureka, California (Immunodex) and Somanta Incorporated having business offices in Irvine, California and London, United Kingdom (Somanta).
AGREEMENT REGARDING ACADEMIC CLINICAL STUDY BETWEEN THE CANCER RESEARCH INSTITUTE OF CONTRA COSTA AND SOMANTA LIMITEDSomanta Pharmaceuticals Inc. • April 11th, 2006 • Pharmaceutical preparations • California
