INVESTMENT AGREEMENTInvestment Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
THIS INVESTMENT AGREEMENT (together with all Exhibits and Schedules attached hereto, which are incorporated herein and constitute part hereof, this “Agreement”) is dated as of the Effective Date (as defined below), by and among PANACELA LABS, INC., a Delaware corporation (the “Company”), CLEVELAND BIOLABS, INC., a Delaware corporation (“CBLI”), and Open Joint Stock Company “RUSNANO”, a company organized under the laws of the Russian Federation (“Rusnano” and, together with CBLI, the “Investors” and the Investors, together with the Company, the “Parties” and, each, a “Party”).
AMENDED AND RESTATED EXCLUSIVE SUBLICENSE AGREEMENTAmended and Restated Exclusive Sublicense Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Exclusive Sublicense Agreement (“Agreement”) is made effective as of September 23, 2011 (“Effective Date”) by and between Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Delaware (“CBLI”), and Panacela, a corporation organized under the laws of the State of Delaware (“Panacela”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.
SECOND AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research
This Second Amendment (“Second Amendment”) is made effective as of September 22, 2011 (“Effective Date”) by and between The Cleveland Clinic Foundation, a non-profit Ohio corporation (“CCF”), and Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Delaware (“CBL”).
EXCLUSIVE LICENSE AND OPTION AGREEMENTExclusive License and Option Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Exclusive License and Option Agreement (“Agreement”) is made effective as of September 23, 2011 (“Effective Date”) by and between Children’s Cancer Institute Australia for Medical Research, , a not for profit medical institute formed under the laws of Australia with registration number ACN 072 279 559 (“CCIA”), and Panacela Labs, Inc., a Delaware corporation (“Panacela”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.
EXCLUSIVE SUBLICENSE AGREEMENTExclusive Sublicense Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Exclusive Sublicense Agreement (“Agreement”) is made effective as of September 23, 2011 (“Effective Date”) by and between Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Delaware (“CBLI”), and Panacela, a corporation organized under the laws of the State of Delaware (“Panacela”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.
ASSIGNMENT AGREEMENTAssignment Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research
This Assignment Agreement (this “Agreement”), dated as of September 23, 2011 (the “Effective Date”), is made by and between Panacela, a corporation organized under the laws of the State of Delaware (“Panacela”), and Cleveland BioLabs, Inc., a Delaware corporation (“CBLI”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.
EXCLUSIVE LICENSE AND OPTION AGREEMENTExclusive License and Option Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Exclusive License and Option Agreement (“Agreement”) is made effective as of September 23, 2011 (“Effective Date”) by and between Health Research, Inc., Roswell Park Institute Division, a domestic not-for-profit corporation (“HRI”), Roswell Park Cancer Institute Corporation, a New York corporation (“RPCI”) (HRI and RPCI are, collectively, “RPCI”), and Panacela Labs, Inc., a Delaware corporation (“Panacela”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.
