Ciphergen Biosystems Inc Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ASPIRA WOMEN’S HEALTH INC.
Aspira Women's Health Inc. • January 26th, 2024 • In vitro & in vivo diagnostic substances

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from ASPIRA WOMEN’S HEALTH INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AutoNDA by SimpleDocs
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 26th, 2024 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024, between Aspira Women’s Health 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”).

Aspira Women’s Health Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Aspira Women's Health Inc. • February 10th, 2023 • In vitro & in vivo diagnostic substances • New York

Aspira Women’s Health Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • April 17th, 2018 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York
PURCHASE AGREEMENT
Purchase Agreement • March 30th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2023, is made by and between ASPIRA WOMEN’S HEALTH INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

TECHNOLOGY TRANSFER AGREEMENT BETWEEN MOLECULAR ANALYTICAL SYSTEMS, INC. AND ISP ACQUISITION CORPORATION
Technology Transfer Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 28, 2023, is entered into by and between ASPIRA WOMEN’S HEALTH INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

Aspira Women’s Health Inc. Common Stock, par value $0.001 per share Underwriting Agreement
Aspira Women's Health Inc. • February 8th, 2021 • In vitro & in vivo diagnostic substances • New York

Aspira Women’s Health Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom William Blair & Company, L.L.C. and Truist Securities, Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of 6,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 900,000 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). To the extent that you are the only Underwriter, all references to “each Underwriter,” “the Underwriters” or “Representatives” shall refer to just you.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 24th, 2023 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2023, between Aspira Women’s Health 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2024 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Connecticut

THIS EMPLOYMENT AGREEMENT (this “Agreement”) between Aspira Women’s Health Inc., a Delaware corporation (the “Company”), and Sandra Milligan (“Executive,” and together with the Company, the “Parties”) is effective as of Executive’s first day of employment (the “Effective Date”).

EXHIBIT 10.1 CIPHERGEN BIOSYSTEMS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • March 20th, 2000 • Ciphergen Biosystems Inc • California
Contract
Vermillion, Inc. • May 23rd, 2013 • In vitro & in vivo diagnostic substances • New York

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO TRANSFER RESTRICTI

COMMON STOCK PURCHASE WARRANT ASPIRA WOMEN’S HEALTH Inc.
Aspira Women's Health Inc. • July 2nd, 2024 • In vitro & in vivo diagnostic substances

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, beginning on the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Aspira Women’s Health Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

UNDERWRITING AGREEMENT
Vermillion, Inc. • April 17th, 2018 • In vitro & in vivo diagnostic substances • New York
EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2006 • Ciphergen Biosystems Inc • Laboratory analytical instruments • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) between Ciphergen Biosystems, Inc., a Delaware corporation (the “Company”) and Gail Page (“Executive,” and together with the Company, the “Parties”) is effective as of December 31, 2005 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2014 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) between Vermillion, Inc., a Delaware corporation (the “Company”), and Valerie B. Palmieri (“Executive,” and together with the Company, the “Parties”) is effective as of January 1, 2015 (the “Effective Date”). This Agreement amends and restates the Employment Agreement between the Parties, dated October 23, 2014.

COMMON STOCK PURCHASE WARRANT ASPIRA WOMEN’S HEALTH INC.
Aspira Women's Health Inc. • January 25th, 2024 • In vitro & in vivo diagnostic substances

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or July ____, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July ____, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ASPIRA WOMEN’S HEALTH INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AutoNDA by SimpleDocs
Common Stock Purchase Warrant
Vermillion, Inc. • September 15th, 2014 • In vitro & in vivo diagnostic substances • New York

Vermillion, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Liolios Group, Inc., a California corporation, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or before 5:00 p.m. (New York City time) on October 31, 2015 (subject to adjustment as set forth in Section 8, the “Expiration Date”), Twenty-One Thousand (21,000) shares of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), at a purchase price of $3.89 per share. The shares purchasable upon exercise of this Common Stock Purchase Warrant (this “Warrant”), and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of a contemplated series of warrants (collectively, the “Comp

CIPHERGEN BIOSYSTEMS, INC FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
Investors Rights Agreement • March 20th, 2000 • Ciphergen Biosystems Inc • California
CONSULTING AGREEMENT
Consulting Agreement • March 20th, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Texas

This Consulting Agreement (“Agreement”) is made and entered into as of the 18th day of March 2013 (the “Effective Date”), by and between Vermillion, Inc. (the “Company”) and Bruce A. Huebner (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties hereto (the “Parties”) agree as follows:

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Technology Transfer Agreement • August 4th, 2003 • Ciphergen Biosystems Inc • Laboratory analytical instruments • California

this technology transfer agreement (the “Agreement”) is made and entered into on this 7th day of April, 1997 (the “Effective Date”) and is retroactive to September 16, 1996 (the “Retroactive Date”), by and between molecular analytical systems, inc. (“MAS”), a Texas corporation with an address c/o Wagner, Kirkman & Blaine, 1792 Tribute Road, Suite 450, Sacramento, CA 95815, and illumesys pacific, inc. (“IllumeSys”), a California corporation with an address c/o Wagner, Kirkman & Blaine, 1792 Tribute Road, Suite 450, Sacramento, CA 95815.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 7th, 2020 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated July 1, 2020, is entered into by and between (i) Aspira Women’s Health Inc., a Delaware corporation (the “Company”), and (ii) the investor listed on Schedule I (including its successors and permitted assigns, the “Investor”). To the extent that there are multiple Investors listed on Schedule I, all references herein to “the Investor” shall refer to each such Investor, severally and not jointly.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2013, between Vermillion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

ASPIRA WOMEN’S HEALTH INC. Stock Option Award Agreement (non-employee)
Stock Option Award Agreement • August 10th, 2022 • Aspira Women's Health Inc. • In vitro & in vivo diagnostic substances • Delaware

This Award is subject to your execution of this Award Agreement specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan and this Award Agreement, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have carefully considered the terms and conditions of the Plan and this Award, plus the information disclosed within the Plan prospectus and consulted with your personal legal and tax advisors about all of these documents.

TECHNOLOGY TRANSFER AGREEMENT BETWEEN MOLECULAR ANALYTICAL SYSTEMS, INC. AND ILLUMESYS PACIFIC, INC.
Technology Transfer Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • California
COMMON STOCK
Lock-Up Agreement • August 24th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research • New York
STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 23rd, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York

This STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of May 13, 2013 by and among Vermillion, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Oracle Partners, LP and Oracle Ten Fund Master, LP (together, “Oracle”), Jack W. Schuler (“Schuler” and together with Oracle, the “Principal Purchasers”) and the other purchasers named in the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 17th, 2017 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated February 13, 2017, is entered into by and among (i) Vermillion, Inc., a Delaware corporation (the “Company”), and (ii) each investor listed on Schedule I (each, an “Investor” and, collectively, the “Investors”).

ASSISTANCE AGREEMENT BY AND BETWEEN THE STATE OF CONNECTICUT ACTING BY THE DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT (An Equal Opportunity Employer) AND VERMILLION, INC.
Assistance Agreement • May 16th, 2016 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • Connecticut

This ASSISTANCE AGREEMENT (the “Agreement”) is made and entered into by and between the STATE OF CONNECTICUT, (hereinafter the “State”), acting herein by Catherine Smith, its Commissioner of Economic and Community Development, (hereinafter the “Commissioner”), pursuant to Chapter 588l of the Connecticut General Statutes and VERMILLION, INC. (hereinafter the “Applicant” or “contractor”) acting herein by Valerie P. Palmieri, its duly authorized President and CEO.

LEASE AGREEMENT
Construction Agreement • September 27th, 2000 • Ciphergen Biosystems Inc • Services-commercial physical & biological research
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!