0001213900-10-005434 Sample Contracts

LICENSE AGREEMENT
License Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “Agreement”) dated as of June 12, 2007 (the “Effective Date”), is entered into between Dong Wha Pharm. Ind. Co. Ltd., a Korean corporation (“Licensor”), having a place of business at 5 Soonwha-dong, Joong-ku, Seoul 100-130, Korea, and Pacific Beach Biosciences, Inc., a Delaware corporation (“Company”), having a place of business at 4365 Executive Drive, Suite 1500, San Diego, California 92121.

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AMENDMENT AGREEMENT December 23, 2010
Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and The Lindsay A. Rosenwald 2000 Family Trusts Dated December 15, 2000 (“Holder”).

EXTENSION AGREEMENT September 16, 2010
Extension Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Extension Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”) and Paramount Biosciences, LLC (“Holder”) to extend the maturity of the Amended and Restated Future Advance Promissory dated as of September 30, 2009 (the “Note”) made by the Company in favor of Holder.

EXCLUSIVE SUBLICENSE AGREEMENT
Exclusive Sublicense Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Exclusive Sublicense Agreement (hereinafter referred to as this “Agreement”), effective as July 10th, 2007 (the “Effective Date”), is entered into by and between SANTEE BIOSCIENCES, INC., a Delaware corporation (“Santee”), having a place of business at 4365 Executive Drive, Suite 1500, San Diego, California 92121, and PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation (“Pacific Beach”), having a place of business at 4365 Executive Drive, Suite 1500, San Diego, California 92121.

EMPLOYMENT AGREEMENT
Employment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • California

This Agreement (this “Agreement”) dated as of July 12, 2010 (the “Effective Date”), by and between IASO Pharma Inc., with offices at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 (the “Company”), and James W. Klingler residing at 33 Bethany Drive, Irvine, California 92603 (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • California

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective as of December 22, 2010, by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation having an address at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 (the “Company”), and James W. Klingler, having a mailing address at 33 Bethany Drive, Irvine, California 92603 (the “Executive”).

AMENDMENT No. 2 to LICENSE AGREEMENT
License Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations

Amendment No. 2 made and effective as of November 4, 2010 to the License Agreement dated June 12, 2007 entered into by and between IASO Pharma Inc. (formerly Pacific Beach Biosciences, Inc.), a Delaware corporation having a place of business at 12707 High Bluff Drive, Suite 200, San Diego, CA 92130 (“Company”) and Dong Wha Pharm. Co. Ltd., a Korean corporation having a place of business at 5 Soonwha-dong, Joong-ku, Seoul 100-130, Korea (“Licensor”).

AMENDMENT AGREEMENT December 23, 2010
Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and each holder of 2010 Notes (as such term is defined below) listed on the signature pages hereto (together with successors and assigns of each, a “Holder,” and collectively, the “Holders”), and solely with respect to Sections 6 and 8 of this Agreement, Lindsay A. Rosenwald, M.D., Paramount Biosciences, LLC, The Lindsay A. Rosenwald 2000 Family Trusts Dated December 15, 2000 and Capretti Grandi, LLC.

FIRST AMENDMENT
First Amendment • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations

THIS FIRST AMENDMENT (the “Amendment”) is entered into as of December 23, 2010 among IASO PHARMA INC., (“Borrower”) and ISRAEL DISCOUNT BANK OF NEW YORK (“Bank”).

EXTENSION AGREEMENT September 16, 2010
Extension Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Extension Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”) and The Lindsay A. Rosenwald 2000 Family Trusts Dated December 15, 2000 (“Holder”) to extend the maturity of the Amended and Restated Future Advance Promissory dated as of September 30, 2009 (the “Note”) made by the Company in favor of Holder.

NON-EXCLUSIVE PATENT LICENSE AGREEMENT by and between PACIFIC BEACH BIOSCIENCES, INC and MERCK SHARP & DOHME CORP.
Non-Exclusive Patent License Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

THIS AGREEMENT, effective as of November 4, 2009 (the “Effective Date”), by and between Pacific Beach Biosciences, Inc, a corporation organized and existing under the laws of Delaware with its principal offices at 8910 University Center Lane, Suite 620, San Diego, CA 92122 USA (“PBBio”) and Merck Sharp & Dohme Corp. (“Merck”).

AMENDMENT AGREEMENT September 16, 2010
Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Amendment Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc., a Delaware corporation (the “Company”) and Timothy Hofer (“Holder”) and amends the warrant to purchase shares of the Company’s common stock, dated as of May 16, 2010, issued by the Company to Holder (the “Warrant”).

EXTENSION AGREEMENT September 16, 2010
Extension Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • Delaware

This Extension Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”) and each of the noteholders listed on the signature pages hereto (together with successors and assigns of each, a “Holder,” and collectively, the “Holders”) to extend the maturity of the series of like senior convertible promissory notes (collectively, as previously amended, the “Bridge Notes”) in the aggregate principal amount of $4,340,000 sold by the Company in a private placement pursuant to Note and Warrant Purchase Agreements dated as of December 14, 2007 (collectively, as previously amended, the “Purchase Agreements”).

AMENDMENT AGREEMENT December 23, 2010
Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

Each Assignor hereby represents and warrants that (a) except as provided in the Pledge Agreement and the Escrow Agreement, the Conversion Shares are free from all taxes, encumbrances, liens and charges relating to their issuance by the Company (b) it has the requisite power and authority to execute and deliver this Assignment, to perform its obligations hereunder and to engage in the transactions contemplated hereby, (c) it has taken all requisite action to make all the provisions of this Assignment the valid and enforceable obligations they purport to be, (d) this Assignment constitutes its valid and binding obligation, enforceable in accordance with its terms, subject to laws of general application from time to time in effect affecting creditors’ rights and the exercise of judicial discretion in accordance with general equitable principles, and (e) neither the execution, delivery or performance of this Assignment nor the consummation of the transactions contemplated hereby violates,

AMENDMENT AGREEMENT December 23, 2010
Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Amendment Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc., a Delaware corporation (the “Company”), and Timothy Hofer (“Holder”) and amends the warrant to purchase shares of the Company’s common stock, dated as of May 16, 2010, as amended as of September 16, 2010, issued by the Company to Holder (the “Warrant”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • California

AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective as of December 22, 2010, by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation having an address at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 (the “Company”), and Matthew A. Wikler, M.D., having a mailing address at P.O. Box 5000, PMB 84, Rancho Santa Fe, CA 92067-5000 (the “Executive”).

LICENSE AGREEMENT
License Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT dated as of June 12th, 2007 (the “Effective Date”) is entered into between UCB CELLTECH, the UK registered branch of UCB Pharma SA with registered company number FC027218 (branch number BR009137) and whose representative office is at 208 Bath Road, Slough, Berkshire, SL1 3WE (“UCB”)”), having a place of business at The Forum, 86 Milton Park, Abingdon, Oxon, OX14 4RY, United Kingdom, and Pacific Beach Biosciences, Inc., a Delaware corporation (“Pacific Beach”), having a place of business at 8910 University Center Lane, Suite 620, San Diego, California 92121, U.S.A.

AMENDMENT AGREEMENT December 23, 2010
Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York

This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and Paramount Credit Partners, LLC (“Holder”).

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