Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of January 5, 2005, by and among Ortec International, Inc., a Delaware corporation (the "Company"), and the purchasers listed...Registration Rights Agreement • January 11th, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
Exhibit 10.9 LICENSE AGREEMENT LICENSE AGREEMENT (this "Agreement") dated as of the 18th day of October, 2004 (the "Effective Date"), by and among ORCEL LLC ("Orcel") and ORTEC INTERNATIONAL INC. ("Ortec"; Orcel and Ortec being herein individually...License Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
Exhibit 10.11 AMENDED AND RESTATED SECURITY AGREEMENT Dated as of October 18, 2004Security Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
OFLimited Liability Company Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
AGREEMENTCommon Stock Purchase Agreement • January 11th, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
OFOrtec International Inc • February 12th, 2004 • Biological products, (no disgnostic substances) • New York
July 27, 2004 Mr. Ron Lipstein Chief Executive Officer Ortec International Inc. 3960 Broadway New York, NY 10032 Gentlemen: This letter Agreement (the "Agreement") confirms the engagement of Burnham Hill Partners ("BHP"), a division of Pali Capital,...Letter Agreement • July 28th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
This letter Agreement (the "Agreement") confirms the engagement of Burnham Hill Partners ("BHP"), a division of Pali Capital, Inc., and ViewTrade Securities, Inc. ("ViewTrade") by Ortec International (the "Company") to jointly act as the Company's exclusive placement agent in connection with the Company's issuance of common stock and warrants pursuant to the S-2 registration statement initially filed with the Securities and Exchange Commission on September 22, 2003 ("Financing"). Such registration statement and all amendments thereto, whether such amendments have heretofore been, or will hereafter be, filed are collectively referred to in this agreement as the "Registration Statement."
WITNESSETH:Supply Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
RECITALS:Security Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
AGREEMENT dated December 5, 2002 by and between ORTEC INTERNATIONAL, INC., a Delaware corporation (the "Company"), and ALAIN KLAPHOLZ (the "Executive").Agreement • December 13th, 2002 • Ortec International Inc • Biological products, (no disgnostic substances)
Exhibit 10.2 SECOND EXTENSION AND AMENDMENT OF LEASE This Second Extension and Amendment of Lease dated December 18th, 2003 made between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York non-profit corporation, having an address...Ortec International Inc • December 30th, 2003 • Biological products, (no disgnostic substances)
LEASE BetweenOrtec International Inc • February 12th, 2004 • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October ___, 2005, by and among Ortec International, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
RECITALSSales Agency Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2006 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March __, 2006, among Ortec International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
among ORCEL LLC, as Assignor,Revenue Interests Assignment Agreement • February 12th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
ContractOrtec International Inc • June 25th, 2007 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ORTEC INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
CANCELLATION AGREEMENTCancellation Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
Cancellation Agreement entered into on the 18th day of June, 2007, between Ortec International, Inc. (the “Company”) and Ron Lipstein (“Lipstein”).
ContractAgreement • September 22nd, 2008 • Forticell BioScience, Inc. • Surgical & medical instruments & apparatus
AGREEMENT entered into this 22nd day of September, 2008 by and between Paul Royalty Fund, L.P. (the "Seller") and Forticell Bioscience, Inc. (the "Company").
COMMON STOCK PURCHASE AGREEMENT Dated as of October ____, 2005 by and among ORTEC INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT ACommon Stock Purchase Agreement • October 14th, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
This COMMON STOCK PURCHASE AGREEMENT this (“Agreement”), dated as of October ____, 2005 by and between Ortec International, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A hereto (each a “Purchaser” and collectively, the “Purchasers”), for the purchase and sale of shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) by the Purchasers.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of June 18, 2007 among ORTEC INTERNATIONAL, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock Purchase Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June 18, 2007 by and among Ortec International, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
RECITALSOrtec International Inc • July 28th, 2004 • Biological products, (no disgnostic substances) • Maryland
BURNHAM HILL PARTNERS A DIVISION OF PALI CAPITAL INC.Letter Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO CELL THERAPY MANUFACTURING AGREEMENTTherapy Manufacturing Agreement • March 31st, 2005 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
October 19,2006Ortec International Inc • October 20th, 2006 • Surgical & medical instruments & apparatus
Reference is made to the letter agreement dated December 13,2004 from Paul Royalty Fund, L.P. (formerly known as Paul Capital Royalty Acquisition Fund, L.P., "PRF') to Ortec International, Inc. ("Ortec"), a copy of which is attached as Exhibit A hereto (the "Forbearance Letter"). Capitalized terms used in this letter and not otherwise defined herein shall have the meanings given to such terms in the Amended and Restated Revenue Interests Assignment Agreement among Ortec, OrCel LLC and PRF dated as of February 26, 2003 (as amended, supplemented or otherwise modified through the date hereof, the "RIA Agreement").
AGREEMENT AMONG ORTEC INTERNATIONAL, INC., ORTN ACQUISITION CORP., HAPTO BIOTECH, INC. and CERTAIN SHAREHOLDERS AND OPTION HOLDERS of HAPTO BIOTECH, INC. FOR THE MERGER OF HAPTO BIOTECH, INC. WITH AND INTO ORTN ACQUISITION CORP. Dated as of April 14, 2006Agreement Among • April 20th, 2006 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
This Agreement entered into this 14th day of April, 2006, among Ortec International, Inc., ORTN Acquisition Corp., Hapto Biotech, Inc. and certain Shareholders and Option Holders of Hapto Biotech, Inc., for the merger of Hapto Biotech, Inc. with and into ORTN Acquisition Corp.
THIRD AMENDMENT OF LEASEThird Amendment of Lease • May 15th, 2006 • Ortec International Inc • Surgical & medical instruments & apparatus
AGREEMENT dated as of March 16th, 2006 made between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, having an address at 412 Low Memorial Library, 535 West 116th Street, New York, New York 10027 (“Landlord”) and ORTEC INTERNATIONAL, INC., having an address at 3960 Broadway, 2nd Floor, New York, New York 10032 (“Tenant”).
NEW YORK, NEW YORK 10022 FAX 212-980-9466 June 15, 2007 Mr. Alan Schoenbart Chief Financial Officer Ortec International, Inc. New York, NY 10032 Dear Mr. Schoenbart: This letter Agreement (the “Agreement”) confirms the engagement of Burnham Hill...Letter Agreement • June 25th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus
In addition to the above, the Company agrees to reimburse BHP for reasonable out-of-pocket expenses (which amount shall not exceed $5,000 without the prior approval of the Company) incurred in connection with this Agreement. All fees and expenses hereunder are payable in cash, unless otherwise noted, and shall be a condition to closing of any Strategic Transaction or Financing.
February 3, 2004Letter Agreement • February 12th, 2004 • Ortec International Inc • Biological products, (no disgnostic substances) • New York
This letter Agreement (the "Agreement") confirms the engagement of Burnham Hill Partners ("BHP"), a division of Pali Capital, Inc., by Ortec International (the "Company") to act as its exclusive placement agent in connection with the Company's issuance of common stock and warrants pursuant to the S-2 registration statement initially filed with the Securities and Exchange Commission on September 22, 2003 ("Financing").
WAIVER AND MODIFICATIONWaiver and Modification • February 2nd, 2006 • Ortec International Inc • Biological products, (no disgnostic substances)
Reference is made to the Registration Rights Agreement (the “Agreement”) dated as of October 12, 2005 by and among Ortec International, Inc. (the “Company”) and the purchasers listed on Schedule I thereto. Capitalized terms not defined in this waiver and modification shall have the meaning ascribed to them in the Agreement. The undersigned, being the Holders of a majority of the Registrable Securities now outstanding and pursuant to the provisions of Section 7 (f) of the Agreement agree and consent to the following:
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • March 27th, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • New York
WHEREAS, Ortec and Paul Capital are parties to that certain Exchange Agreement dated as of January 29, 2007 (as it may be amended, modified or supplemented from time to time, the "Exchange Agreement"); and
VOTING AGREEMENTVoting Agreement • April 20th, 2006 • Ortec International Inc • Surgical & medical instruments & apparatus
This Voting Agreement is entered into as of this 14th day of April, 2006, pursuant to the Agreement Among Ortec International, Inc., ORTN Acquisition Corp., Hapto Biotech, Inc. and Certain Shareholders and Option Holders of Hapto Biotech, Inc., for the merger of Hapto Biotech, Inc. with and into ORTN Acquisition Corp. dated as of April 14, 2006 (the “Merger Agreement”), and is the Voting Agreement referred to in the Merger Agreement. Capitalized terms not otherwise defined in this Voting Agreement shall have the meanings ascribed thereto in the Merger Agreement.
AGREEMENTAgreement • October 1st, 2007 • Ortec International Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT entered into this 26th day of September 2007 by and between Lonza Walkersville, Inc., a Delaware corporation formerly known as Cambrex Bio Science Walkersville, Inc. (“Lonza”), and Ortec International, Inc., a Delaware corporation (“Ortec”), (each of Lonza and Ortec a “Party” and together the “Parties”).
ContractOrtec International Inc • June 25th, 2007 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR ORTEC INTERNATIONAL, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
PATENT SECURITY AGREEMENTPatent Security Agreement • September 22nd, 2008 • Forticell BioScience, Inc. • Surgical & medical instruments & apparatus
WHEREAS, Grantor and Paul Royalty Fund, L.P., a Delaware limited partnership ("Grantee"), are parties to an Agreement dated as of September 22, 2008 (the "Sale Agreement"), pursuant to which, among other things, Grantee is selling, assigning, transferring and conveying to Grantor, and Grantor is purchasing from Grantee, all of Grantee's Securities (as defined in the Sale Agreement);
