0001193125-05-067271 Sample Contracts

Boston Life Sciences, Inc. [1998 Omnibus Stock Option Plan or Amended and Restated Omnibus Stock Option Plan] Incentive Stock Option Agreement
Incentive Stock Option Agreement • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations
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AMENDMENT NO. 1 TO WARRANT
Warrant • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts

THIS AMENDMENT NO. 1 TO WARRANT (this “Amendment”) made effective as of the 12th day of November, 2004 (the “Effective Date”) by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”) and Ingalls & Snyder Value Partners, L.P., a New York limited partnership (the “Holder”).

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
Boston Life Sciences Inc /De • March 31st, 2005 • Pharmaceutical preparations

Reference is made to the agreement between MDS Nordion Inc. (now MDS Nordion, a division of MDS (Canada) Inc.) and Boston Life Sciences Inc. dated the 9th day of August 2000 (the “Agreement”).

AMENDMENT NO. 1 TO WARRANT
Warrant • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts

THIS AMENDMENT NO. 1 TO WARRANT (this “Amendment”) made effective as of the 11th day of February, 2005 (the “Effective Date”) by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”) and Nikolaos D. Monoyios (the “Holder”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • New York

This Common Stock Purchase Agreement (this “Agreement”) is dated as of March 9, 2005, by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and

AMENDMENT NO. 1 TO WARRANT
Warrant • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts

THIS AMENDMENT NO. 1 TO WARRANT (this “Amendment”) made effective as of the 11th day of February, 2005 (the “Effective Date”) by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”) and Robert L. Gipson (the “Holder”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 9, 2005, by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule 1 hereof (the “Initial Holders”) and such additional parties as may be added thereto from time to time upon execution of a joinder agreement in a form satisfactory to the Company (each such party a “Subsequent Holder”, and together with the Initial Holders, the “Holders”):

Boston Life Sciences, Inc. [1998 Omnibus Stock Option Plan or Amended and Restated Omnibus Stock Option Plan] Nonstatutory Stock Option Agreement
Nonstatutory Stock Option Agreement • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Delaware
BOSTON LIFE SCIENCES, INC. Restructuring Agreement
Restructuring Agreement • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Delaware

This Restructuring Agreement (this “Agreement”) is dated as of February 4, 2005, by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”) and the holders of outstanding Series E Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Series E Preferred Stock”) of the Company set forth on the signature pages hereto (each a “Series E Holder” and collectively the “Series E Holders”).

AMENDMENT NO. 2 TO WARRANT
Warrant • March 31st, 2005 • Boston Life Sciences Inc /De • Pharmaceutical preparations • Massachusetts

THIS AMENDMENT NO. 2 TO WARRANT (this “Amendment”) made effective as of the 11th day of February, 2005 (the “Effective Date”) by and among Boston Life Sciences, Inc., a Delaware corporation (the “Company”) and Ingalls & Snyder Value Partners, L.P., a New York limited partnership (the “Holder”).

LEASE BRENTWOOD PROPERTIES, INC. Landlord to BOSTON LIFE SCIENCES, INC. Tenant 20-24 NEWBURY STREET Boston, Massachusetts
Boston Life Sciences Inc /De • March 31st, 2005 • Pharmaceutical preparations • Massachusetts

Landlord hereby leases unto Tenant the Leased Area (hereinafter referred to as the “premises”) contained in the building (hereinafter referred to as the “building”, which, together with all exterior delivery areas, courtyards, sidewalks, landscaping and the like, are hereinafter referred to as the “Property”) known and numbered as 20-24 Newbury Street, Boston, Massachusetts, substantially as shown on the plans attached hereto as Exhibit A and made a part hereof, provided, however, that Landlord excepts and reserves from the premises and to Landlord all hallways, stairways, shaftways (including without limitation the shaft shown on Exhibit A and used to house an elevator and related equipment servicing the space in the building currently leased to GA Boston, LLC, d/b/a Giorgio Armani), mechanical areas and elevators serving other parts of the building together with the right (subject to the applicable provisions of Article VII) to maintain, use, repair and replace pipes, ducts, wires, m

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