75 Rockefeller Plaza New York, NY 10019 212.484.6100 fax 212.484.741 1 July 28, 1998 Mr. Evan Myrianthopoulos Vice President of Finance Discovery Laboratories, Inc. 509 Madison Avenue, 14th Floor New York, NY 10022 Dear Mr. Myrianthopoulos This...Discovery Laboratories Inc /De/ • April 9th, 1999 • Biological products, (no disgnostic substances) • New York
RECITALS: --------Voting Agreement • August 26th, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
RECITALSManagement Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
AGREEMENT FOR FINANCING THIS AGREEMENT FOR FINANCING is made and entered into as of this 21st day of March, 1997, by and between Titan Pharmaceuticals, Inc., ("Titan") and Ansan Pharmaceuticals, Inc. ("Ansan"). THE PARTIES AGREE AS FOLLOWS: 1....Option Agreement • May 5th, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
RECITALSRegistration Rights Agreement • March 11th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
Exhibit 1.1 ---------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated June 12, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of Discovery Laboratories,...Joint Filing Agreement • June 12th, 2003 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated June 12, 2003, (the "Schedule 13G/A"), with respect to the Common Stock, par value $0.001 per share, of Discovery Laboratories, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
WARRANT AGREEMENT CLASS GWarrant Agreement • December 19th, 2001 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
ARTICLE I DEFINITIONSLoan Agreement • January 14th, 2002 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
ANDCommon Stock Purchase Agreement • July 9th, 2004 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT WINDTREE THERAPEUTICS, INC.Windtree Therapeutics Inc /De/ • April 7th, 2023 • Biological products, (no disgnostic substances) • New York
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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
BETWEENAnsan Pharmaceuticals Inc • July 21st, 1997 • Biological products, (no disgnostic substances) • Delaware
WITNESSETHSupply Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
EXHIBIT 2.4 PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") dated as of July 16, 1997, by and between ANSAN PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and DISCOVERY LABORATORIES, INC., a Delaware corporation (the "Purchaser")...Preferred Stock Purchase Agreement • July 21st, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
COMMON STOCK PURCHASE WARRANT WINDTREE THERAPEUTICS, INC.Common Stock Purchase Warrant • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York
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 after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s
DISCOVERY LABORATORIES, INC. STOCK OPTION AGREEMENT ---------------------- RECITALS -------- A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or of the board of...Stock Option Agreement • July 24th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
WITNESSETH:Subscription Agreement • August 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") shall be effective as of June 16, 2001, by and between DISCOVERY LABORATORIES, INC., a Delaware corporation (the "Company"), and CYNTHIA DAVIS ("Executive"). WHEREAS, the...Employment Agreement • March 28th, 2002 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
RECITALSRegistration Rights Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Pennsylvania
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 17th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
EXHIBIT 10.27 DEVELOPMENT AGREEMENTDevelopment Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Illinois
EXHIBIT 10.29Stock Exchange Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
Windtree Therapeutics, Inc. and Continental Stock Transfer & Trust Company, as Warrant AgentWarrant Agency Agreement • April 7th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of ________, 2023 (“Agreement”), between Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
2,410,714 Over-Allotment Shares DISCOVERY LABORATORIES, INC. Common Stock (par value $0.001) UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2012 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.21 AGREEMENT dated as of November 25, 1998 between Brobeck, Phleger & Harrison LLP ("Brobeck") and Discovery Laboratories, Inc. ("Discovery") In consideration of the mutual promises contained herein, the parties hereto agree as follows:...Agreement • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • July 24th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
3,686,006 SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS EXERCISABLE INTO 0 SHARES OF COMMON STOCK AND COMMON WARRANTS EXERCISABLE INTO 3,686,006 SHARES OF COMMON STOCK OF WINDTREE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2023 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York
The undersigned, Windtree Therapeutics, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Exhibit 99.12 DISCOVERY LABORATORIES, INC. STOCK OPTION ASSUMPTION AGREEMENT Optionee: 1~ STOCK OPTION ASSUMPTION AGREEMENT issued as of the 16th day of June, 1998 by Discovery Laboratories, Inc., a Delaware corporation ("Discovery"). WHEREAS, the...Stock Option Assumption Agreement • July 24th, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
FORM OF'S Agreement • August 26th, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
RECITALSStock Subscription Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
RECITALS --------Sublicense Agreement • July 21st, 1997 • Ansan Pharmaceuticals Inc • Biological products, (no disgnostic substances) • California
SUBLEASESublease • April 9th, 1999 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
LICENSE AGREEMENT This License Agreement (hereinafter referred to as the "License Agreement"), effective as of the 25th day of November, 1997 is made by and between Bar-Ilan Research and Development Company Ltd., a company duly organized and existing...License Agreement • May 22nd, 1998 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances)
WITNESSETH:Security Agreement • December 19th, 2001 • Discovery Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Delaware
