AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated March 11, 2009 by and between Callisto Pharmaceuticals,, Inc., a company incorporated under the laws of Delaware (the “Company”), and Gary S. Jacob, Ph.D., an individual (the “Executive”) with reference to the following facts:
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of March 2009 by and between Gabriele M. Cerrone (“Consultant”) and Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of CALLISTO PHARMACEUTICALS, INC.Callisto Pharmaceuticals Inc • April 15th, 2009 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 the close of business on December 31, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “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 is part of an authorized class of up to 57,500,000 warrants of like tenor.
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase Agreement • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this “AGREEMENT,” “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of , by and among CALLISTO PHARMACEUTICALS, INC., a Delaware corporation, (“COMPANY”), and (the “BUYER”).
TECHNOLOGY ASSIGNMENTTechnology Assignment • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS TECHNOLOGY ASSIGNMENT (the “Agreement”) is effective only as of the Effective Time (as defined herein) and is made by and between AnorMED Corporation (as successor in interest to AnorMED, Inc.), a company incorporated in Canada (together with its Affiliates, “AnorMED”) and Callisto Pharmaceuticals, Inc., a company organized under the laws of Delaware (together with its Affiliates, “Callisto”). Each of AnorMED and Callisto are a “Party” and, together the “Parties”.
SECURITY AGREEMENTSecurity Agreement • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT, dated as of , 2008, is made by Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Pledgor”) and Sommer & Schneider, LLP (the “Escrow Agent”) for the benefit of the parties set forth on the signature page hereto (the “Lenders”).
