0001193125-07-182624 Sample Contracts

VIA PHARMACEUTICALS, INC.
2004 Stock Plan • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California

This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

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EXCLUSIVE AGREEMENT
Client and Billing Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • California

This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and VIA Pharmaceuticals (“VIA”), a Delaware corporation having a principal place of business at 750 Battery Street, Suite 400, San Francisco, CA 94111, is effective on the 28th day of February, 2005 (“Effective Date”).

THIS RESEARCH AGREEMENT is made on 25th September 2006
Research Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

A The University has expertise in the field of tachykinin in vitro and in vivo models for different disease states and is able to carry out research in that field.

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

THIS AGREEMENT is made and entered into as of 27 day of March (the “Effective Date”) by and between SANTEN PHARMACEUTICAL CO., LTD. (“SANTEN”), a Japanese corporation having a place of business at 9-19, Shimoshinjo 3-chome, Higashiyodogawa-ku, Osaka 533-8651, Japan, and VIA PHARMACEUTICALS, INC. (“VIA”), a Delaware corporation having a place of business at 750 Battery Street, Suite 330, San Francisco, CA 94111, USA.

PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT
Patent Rights and Related Assets Purchase Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

THIS PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT (this “Agreement”), dated as of January 25th, 2007, is by and between VIA PHARMACEUTICALS, INC., a Delaware corporation having an address of 750 Battery St., Suite 330, San Francisco, California 94111 (the “Acquirer”), and NEURO3D, S.A., a French corporation having an address of 130 rue de la Mer Rouge, F-68200, Mulhouse, France (the “Company”). The Acquirer and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Certain other terms are used herein as defined below in Section 1 or elsewhere in this Agreement.

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Illinois

This Agreement, effective August 10, 2005 ( the “Effective Date”) is between VIA Pharmaceuticals, Inc. a corporation organized and existing under the laws of the State of Delaware and having its principal place of business at 750 Battery Street, Suite 400, San Francisco CA 94111 (“VIA”) and Abbott Laboratories, a corporation organized and existing under the laws of the State of Illinois and having its principal place of business at 100 Abbott Park Road, Abbott Park, IL 60064 (“Abbott”).

AMENDMENT NO. 1 TO PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT
Patent Rights and Related Assets Purchase Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York

THIS AMENDMENT NO. 1 TO THE PATENT RIGHTS AND RELATED ASSETS PURCHASE AGREEMENT (this “Amendment”), dated as of February 23rd, 2007, is by and between VIA PHARMACEUTICALS, INC., a Delaware corporation having an address of 750 Battery St., Suite 330, San Francisco, California 94111 (the “Acquirer”), and NEURO3D, S.A., a French corporation having an address of 130 rue de la Mer Rouge, F-68200, Mulhouse, France (the “Company”).

CONVERSION AGREEMENT
Conversion Agreement • August 14th, 2007 • Via Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS CONVERSION AGREEMENT (the “Agreement”) is made and entered into on the 11th day of May, 2007, by and between CORAUTUS GENETICS INC., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“BSC”).

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