LIFE MEDICAL SCIENCES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NOT UNDER THE PLAN AGREEMENT entered into as of the date set forth on the signature page hereto by and between Life Medical Sciences, Inc., a Delaware corporation, with a principal place...Non-Qualified Stock Option Agreement • January 21st, 2000 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE I DEFINITIONSAsset Purchase Agreement • March 31st, 2003 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIFE MEDICAL SCIENCES, INC. STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN (non-qualified stock option)Stock Option Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.41 This Lease Agreement, made the day of August, 1996, BETWEEN METRO FOUR ASSOCIATES LIMITED PARTNERSHIP, residing or located at 399 Thornall Street in the Township of Edison in the County of Middlesex and State of New Jersey, herein...Lease Agreement • November 14th, 1996 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
residing or located at 399 Thornall Street in the Township of Edison in the County of Middlesex and State of New Jersey, herein designated as the Landlord,
EXHIBIT 10.39 AGENCY AGREEMENT January 9, 2003 Life Medical Sciences, Inc. P.O. Box 219 Little Silver, NJ 07739 U.S.A Attention: Mr. Robert P. Hickey Chairman, President and Chief Executive Officer Dear Sirs: Re: Offering of Units...Agency Agreement • March 31st, 2003 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.1 LIFE MEDICAL SCIENCES, INC. STOCK PURCHASE AGREEMENT made as of this 15th day of December, 2000 among Life Medical Sciences, Inc., a Delaware corporation (the "Company"), and the undersigned investors (each an "Investor" and collectively...Stock Purchase Agreement • January 9th, 2001 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
LIFE MEDICAL SCIENCES, INC. STOCK OPTION AGREEMENT UNDER THE 2001 NON-QUALIFIED STOCK OPTION PLAN (Non-qualified stock option) AGREEMENT entered into as of the date set forth on the signature page hereto by and between Life Medical Sciences, Inc., a...Stock Option Agreement • March 14th, 2005 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.40 EMPLOYMENT AGREEMENT THIS AGREEMENT made in Oceanport, New Jersey as of the 1st day of March 2003, between Life Medical Sciences, Inc., a Delaware corporation (the "Company") and Eli Pines the undersigned individual ("Executive"). In...Employment Agreement • March 31st, 2003 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
Exhibit 10.53 EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") made as of April 1, 2001 (the "Agreement Date"), by and between Life Medical Sciences, Inc., a Delaware Corporation (the "Company") and Richard L. Franklin, M.D. (the "Consultant"), an...Consulting Agreement • March 9th, 2004 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
LIFE MEDICAL SCIENCES, INC. STOCK OPTION AGREEMENT UNDER THE 2000 NON-QUALIFIED STOCK OPTION PLAN AGREEMENT entered into as of the date set forth on the signature page hereto by and between Life Medical Sciences, Inc, a Delaware corporation, with a...Stock Option Agreement • January 21st, 2000 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
CONTRACT betweenLife Medical Sciences Inc • March 31st, 2003 • Orthopedic, prosthetic & surgical appliances & supplies • England
Exhibit 10.32 SUBSCRIPTION AGREEMENT (European Subscribers) TO: LIFE MEDICAL SCIENCES, INC. AND TO: CLUBB BIOCAPITAL LIMITED RE: SUBSCRIPTION FOR UNITS 1. Subscription The undersigned (the "Purchaser") hereby subscribes for on and subject to the terms...Investor Rights Agreement • March 22nd, 2002 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
SyntheMed, Inc. and American Stock Transfer & Trust Company as Rights Agent Rights Agreement Dated as of May 20, 2008Rights Agreement • May 27th, 2008 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Each Preferred Share purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 1,000 times the dividend, if any, declared per Common Share. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $1,000 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1,000 times the payment made per Common Share. Each Preferred Share will have 1,000 votes and will vote together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. Preferred Shares will not be redeemable. These rights are protected by customary antidilu
EXHIBIT 10.41 LIFE MEDICAL SCIENCES, INC. STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED 1992 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT entered into as of this 12th day of June 1995 by and between Life Medical Sciences, Inc., a...Stock Option Agreement • January 3rd, 1997 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
LIFE MEDICAL SCIENCES, INC. STOCK OPTION AGREEMENT UNDER THE 2001 NON-QUALIFIED STOCK OPTION PLAN (NON-QUALIFIED STOCK OPTION) AGREEMENT entered into as of the date set forth on the signature page hereto by and between Life Medical Sciences, Inc., a...Stock Option Agreement • March 14th, 2005 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
SYNTHEMED, INC. STOCK OPTION AGREEMENT UNDER THE 2001 NON-QUALIFIED STOCK OPTION PLANStock Option Agreement • March 8th, 2006 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Exhibit 10.51 LETTER OF AGREEMENTLetter of Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
BETWEENLife Medical Sciences Inc • November 14th, 1996 • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
Exhibit 10.52 EMPLOYMENT AGREEMENTEmployment Agreement • March 26th, 1999 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
AGENCY AGREEMENT March 21, 2002 Life Medical Sciences, Inc. P.O. Box 219 Little Silver, NJ 07739 U.S.A Attention: Mr. Robert P. Hickey Chairman, President and Chief Executive Officer Dear Sirs: Re: Offering of Units Clubb BioCapital Limited (the...Agency Agreement • March 22nd, 2002 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.41 ASSIGNMENT AND AMENDMENT AGREEMENT THIS ASSIGNMENT AND AMENDMENT AGREEMENT, dated as of March 7, 2003 (this "Agreement"), by and among SWISS FEDERAL INSTITUTE OF TECHNOLOGY (ETHZ), having an address at Raemistrasse 101, CH-8092 Zurich,...Assignment and Amendment Agreement • March 31st, 2003 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies
CONVERTIBLE PROMISSORY NOTEPathfinder Cell Therapy, Inc. • November 13th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies
For value received, the undersigned, Pathfinder Cell Therapy, Inc., a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay to the order of _____________ (the “ Payee ”), the principal sum of $_______ and 00/100 Dollars ($_________ ), together with interest to maturity (whether by lapse of time, acceleration or otherwise) on the balance of principal remaining from time to time outstanding at a rate per annum equal to 6%. Interest shall be calculated on the basis of a 360-day year and actual days.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
THIS AGREEMENT made in Iselin, New Jersey as of September 8, 2006, between SyntheMed, Inc., a Delaware corporation (the "Company") and John Benson the undersigned individual ("Executive").
CONVERTIBLE PROMISSORY NOTEPathfinder Cell Therapy, Inc. • August 14th, 2013 • Orthopedic, prosthetic & surgical appliances & supplies
For value received, the undersigned, Pathfinder Cell Therapy, Inc., a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay to the order of _____________ (the “ Payee ”), the principal sum of $_______ and 00/100 Dollars ($_________ ), together with interest to maturity (whether by lapse of time, acceleration or otherwise) on the balance of principal remaining from time to time outstanding at a rate per annum equal to 6%. Interest shall be calculated on the basis of a 360-day year and actual days.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is effective as of the 1st day of May, 2007 (the “Effective Date”), by and between SYNTHEMED, INC. (the “Company”), and Marc R. Sportsman (the “Executive”).
CONFIDENTIAL SUBSCRIPTION AGREEMENT (European Subscribers) TO: LIFE MEDICAL SCIENCES, INC. AND TO: CLUBB BIOCAPITAL LIMITED RE: SUBSCRIPTION FOR UNITS 1. Subscription The undersigned (the "Purchaser") hereby subscribes for on and subject to the terms...Confidential Subscription Agreement • March 31st, 2003 • Life Medical Sciences Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AGENCY AGREEMENTAgency Agreement • November 21st, 2011 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • England and Wales
Clubb Capital Limited (the “Agent”), understands that SyntheMed, Inc. (the “Corporation”), a Delaware corporation, proposes to issue to investors secured by the Agent, up to 120,000,000 shares (“Shares”) in the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”). The Shares shall be issued and sold at a price of $0.05 per Share (the “Issue Price”). The Shares shall be sold pursuant to a subscription agreement, as may be supplemented upon mutual agreement of the Corporation and the Agent, the form of which is attached hereto as Appendix I (the “Subscription Agreement”). The offering of the Shares (the “Offering”) will be consummated in one or more closings, the final closing to occur on or before December 31, 2011 (the “Final Closing”), or such other date mutually agreed to by the Corporation and the Agent (the date of each closing being referred to herein as a “Closing Date”). There is no minimum number of Shares being offered in the Offering.
SUBLEASE BetweenLife Medical Sciences Inc • November 14th, 1996 • Orthopedic, prosthetic & surgical appliances & supplies
STOCK OPTION AMENDMENT AGREEMENTStock Option Amendment Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Agreement is made and entered into effective the 27th day of April, 2007 between SyntheMed, Inc. (the "Company") and the undersigned holder of options to purchase shares of the Company's common stock (the "Optionee").
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2011 • Pathfinder Cell Therapy, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SYNTHEMED, INC. STOCK OPTION AGREEMENT (Non-Qualified Stock Option)Stock Option Agreement • March 27th, 2009 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT entered into as of the date set forth on the signature page hereto by and between SyntheMed, Inc., a Delaware corporation, with a business address of 200 Middlesex Essex Turnpike, Iselin, New Jersey (together with its subsidiaries, if any, the "Company"), and the undersigned (the "Grantee").
TERMINATION AGREEMENTTermination Agreement • March 25th, 2011 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Termination Agreement (this “Agreement”) is entered into as of November 29, 2010 by Robert P. Hickey, currently residing at 92 Gooseneck Point Rd., Oceanport, NJ 07757(the “Executive”), and SyntheMed, Inc., a Delaware corporation (the “Company”). Executive and Company are sometimes referred to collectively as, the “Parties.”
SYNTHEMED, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 14th, 2007 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Investor Rights Agreement (this “Agreement”) is made and entered into by and among SyntheMed, Inc., a Delaware corporation (the “Corporation”), and the investors listed on the signature pages hereto (the “Investors”), as of the date of execution by the Corporation.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2009 • SyntheMed, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
