SENETEK PLC AND THE BANK OF NEW YORK As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of November 6, 1992 As Further Amended and Restated as of October 3, 2005Deposit Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • New York
Amended and Restated Deposit Agreement, dated as of November 6, 1992, to that certain Deposit Agreement dated as of April 15, 1985, as further amended and restated as of October 3, 2005 among SENETEK PLC, incorporated under the laws of England (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners from time to time of American Depositary Receipts issued hereunder.
WARRANT to Purchase 2,700,000 Ordinary Shares of SENETEK PLC Issued: March 30, 2006 Expires: March 4, 2011Senetek PLC /Eng/ • April 20th, 2006 • Biological products, (no disgnostic substances) • New York
This Warrant certifies that Wallington Investment Holdings, Ltd. or its registered and permitted successors or assigns (“Wallington” or “Holder”), is entitled to, subject to the terms set forth below, purchase from SENETEK PLC, a corporation organized under the laws of England (the “Company”), from time and time up to Two Million Seven Hundred Thousand (2,700,000) duly authorized, validly issued, fully paid and nonassessable Ordinary Shares (as such number may be adjusted pursuant to Section 4(a) and Section 5 herein) which may be exchanged for American Depositary Shares (“ADSSs”) represented by American Depositary Receipts (“ADRSs”) (the Ordinary Shares of the Company, including any shares into which they may be changed, reclassified, or converted, are herein referred to as the “Ordinary Shares”). This Warrant is one of the Series E Warrants (the “Warrants”) issued pursuant to that certain Agreement dated March 30, 2006, by and between the Company, Silver Creek Investments, Ltd., Bomo
AGREEMENT ON COOPERATIVE RESEARCH AND DEVELOPMENT between National Hellenic Research Foundation Institute of Biological Research and Biotechnology Dept. of “Molecular and Cellular Ageing” Athens 11635, Greece University of Athens School of Pharmacy...Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
WHEREAS the RESEARCHERS under the direction of Dr. Efstathios S. Gonos, in association with Dr. Ioanna Chinou, are performing basic research on eucalyptus tree extracts, including ursolic acid (the “Compounds”) and is willing to provide to SENETEK samples of the Compounds and their analogs and related information developed by the RESEARCHERS, including any covered by patents and/or patent applications owned by the RESEARCHERS, for testing, possible further development by SENETEK, and ultimately possible licensing to and commercialization by SENETEK; and
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and SENETEK PLC, an English corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SENETEK PLC RESIGNATION, RELEASE AND INDEMNITY AGREEMENTResignation, Release and Indemnity Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This Resignation, Release and Indemnity Agreement (this “Agreement”) is made as of March , 2006 by and between Senetek, PLC, (the “Company”), and Rani Aliahmad (“Indemnitee”), a director of the Company.
LICENSE AGREEMENTLicense Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This License Agreement (this “Agreement”) is made and entered into as of September , 2005, by and between Senetek PLC, a British public limited company registered at 3 Howard Road, Eaton Socon, St Neots, Cambridgeshire, PE19 3ET, England and with its corporate headquarters located at 620 Airpark Road, Napa, California 94558 (“Senetek”), and Ofra Cosmetics LLC, a limited liability company with its headquarters located at 220 NW 32nd Street, Suite 200, Pompano Beach, Florida 33069 (“Licensee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between Senetek PLC and Frank J. MassinoEmployment Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This Second Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of January 1, 2003, (the “Effective Date”), between Senetek PLC, a company organized under the laws of England (the “Company”) and Frank J. Massino (the “Executive”), residing at 86 South Newport Drive, Napa, CA 94559.
LICENCE AGREEMENTLicence Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • England
SENETEK plc, a company incorporated under the Companies Acts (Registered No. 01759068) and having its registered office at c/o Trowers & Hamlins, Sceptre Court, 40 Tower Hill, London EC3N 4DX, England, and its principal place of business at 831A Latour Court, Napa, California 94558 (“Senetek”);
To the Holders of the Senetek PLC Amended and Restated Senior Secured Notes Due April 1, 2007 and Series A, B and D Warrants to Purchase Ordinary Shares Gentlemen:Senetek PLC /Eng/ • April 20th, 2006 • Biological products, (no disgnostic substances) • New York
Reference is made to the Securities Purchase Agreement dated April 14, 1999, as amended by the First Amendment dated June 20, 2001, the Second Amendment dated September 4, 2003, and the Third Amendment dated September 30, 2004 (the “Securities Purchase Agreement”) pursuant to which Silver Creek Investments, Ltd., Bomoseen Investments, Ltd., Elstree Holdings, Ltd., Dandelion Investments, Ltd., Alba Limited, Pearl Waves Limited, and Wallington Investment Holdings Ltd. (collectively, the “Holders”) hold the Third Amended and Restated Senior Secured Notes Due April 1, 2007 (the “Notes”) and Series A, B and D Warrants (the “Warrants” and, together with the Notes, the “Securities”) of Senetek PLC (“Senetek”) in the amounts set forth in Schedule 1 hereto.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
This Amendment (the “Amendment”) is made and entered into as of October 31, 2004 to the License Agreement (the “Agreement”) made and entered into as of August 1, 2003, as amended as of December 1, 2003 and May 4, 2004, by and between Senetek PLC, an English corporation with its corporate headquarters located at 620 Airpark Road, Napa, California 94558 (“Senetek”), and Valeant Pharmaceuticals International, a Delaware corporation with its corporate headquarters located at 3300 Hyland Avenue, Costa Mesa, California 92626 (“Licensee”). Capitalized terms used herein and not otherwise defined are used with the meanings ascribed to them in the Agreement.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
This SECOND AMENDMENT made as of the 1st day of July, 2004 by and between Revlon Consumer Products Corporation (“Revlon”) and Senetek, PLC (“Senetek”) amending the License Agreement between the parties dated June 8, 2000 as amended February, 2001 (the “Agreement”).
AGREEMENTAgreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • New York
The expiration date of Cell lines 4G8, 6E10, 3F4, 5-25 and 3-39 is currently September 30, 2005. The license for these cell lines between Senetek and RFMH is expected to be extended to July 2011 upon execution of this agreement. Cell lines 1E11, 2H4 and 7D9 are expected to be added to the Senetek-RMH agreement and have an expiration date of July 2011 upon execution of this agreement. All other cell lines in Exhibit C are under licensee between Senetek and RFMH and expire in July 2011.
AMENDMENT AGREEMENT No. 2Amendment Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
This Amendment Agreement No. 2, effective as of , 2005 is between the Institute of Experimental Botany, Academy of Sciences of the Czech Republic, having offices at Rozvojova 135, 165 02 Praha 6, Czech Republic (“INSTITUTE”) on one side, and Senetek PLC, having offices at 620 Airpark Road, Napa, CA 94558, USA (“SENETEK”) on the other side.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
This Intellectual Property Security Agreement is entered into as of March , 2006 by and between SILICON VALLEY BANK (“Bank”) and SENETEK PLC, an English corporation (“Grantor”).
Consulting AgreementConsulting Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This CONSULTING AGREEMENT is made this first day of April, 2005, by and between Senetek PLC, a company organized under the laws of England with its principal place of business at 620 Airpark Road, Napa, California 94558 (“Senetek” and, together with its subsidiaries, the “Company”) and Wade H. Nichols, an individual residing at 1390 St. James Court, St. Helena, California 94574 and 42 Crestview Lane, P.O. Box 751, Sagaponack, New York 11962 (“Consultant”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances)
This Amendment (the “Amendment”) is made and entered into as of July 15, 2005 to the License Agreement made and entered into as of August 1, 2003, as amended from time to time (the “Agreement”), by and between Senetek PLC, an English corporation with its corporate headquarters located at 620 Airpark Road, Napa, California 94558 (“Senetek”), and Valeant Pharmaceuticals International, a Delaware corporation with its corporate headquarters located at 3300 Hyland Avenue, Costa Mesa, California 92626 (“Licensee”). Capitalized terms used herein and not otherwise defined are used with the meanings ascribed to them in the Agreement.
AGREEMENTAgreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This AGREEMENT is made this 23rd day of March, 2005, by and between Senetek PLC, a company organized under the laws of England (the “Company”), and Wade H. Nichols III (the “Employee”) (collectively, the “Parties”), with reference to the following facts.
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • New York
THIS ASSET PURCHASE AND SALE AGREEMENT, dated as of March 15, 2006, is entered into by and between SENETEK PLC, a corporation duly organized and validly existing under the laws of England and having a place of business located at 831 Latour Court, Napa, California 94558 (“Senetek”), and RANBAXY PHARMACEUTICALS INC., a corporation duly organized and validly existing under the laws of the State of Florida, having a place of business located at 9431 Florida Mining Boulevard, Jacksonville, Florida 32257 (“Ranbaxy”).
Consulting AgreementConsulting Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
Consulting Agreement made as of May 1, 2004 between Senetek PLC, a company registered under the laws of England with its principal place of business at 620 Airpark Road, Napa, California 94558 (“Senetek” and, together with its subsidiaries, the “Company”) and Mr. Stewart Slade, an individual residing at 65 Moorlands, Welwyn Garden City, Herts AL7 4QJ, England (“Consultant”).
Securities Account Control AgreementControl Agreement • April 20th, 2006 • Senetek PLC /Eng/ • Biological products, (no disgnostic substances) • California
This Securities Account Control Agreement entered into as of the above date (this “Agreement”) is among SVB Securities (“SVBS”), ADP Clearing & Outsourcing Services, Inc. (“ADPCOSI” or “Clearing Broker”), the Customer identified above (“Customer”), and the Creditor identified above (“Creditor”).
