0001299139-07-000011 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Ontario

WHEREAS the Corporation and the Employee wish to enter into this Agreement to set forth the rights and obligations of each of them as regards the Employee’s employment with the Corporation;

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EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Massachusetts

THIS AGREEMENT is made as of the 1st day of September, 2006 between OccuLogix, Inc., a corporation incorporated under the laws of the State of Delaware (the “Corporation”), and Doug P. Adams who resides at 98 Ruddock Road in the Town of Sudbury in the Commonwealth of Massachusetts (hereinafter referred as the ”Employee” or “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware

This Agreement is made pursuant to the Agreement and Plan of Merger, dated as of August 1, 2006, by and among the Company, OccuLogix Mergeco, Inc., Solx, Inc. and Doug P. Adams, John Sullivan and Peter M. Adams, acting, in each case in his capacity as a member of the Stockholder Representative Committee referred to therein, as amended (the “Merger Agreement”).

Amendment #4 to License Agreement 2003-03-0433
License Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus

This amendment #4 ("Amendment #4") is made by and between Ocusense, Inc., a Delaware corporation, having an address at 12707 High Bluff Drive, Second Floor, San Diego, Ca 92130 ("LICENSEE") and The Regents of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

AMENDMENT NO.1 TO THE LICENSE AGREEMENT EFFECTIVE MARCH 12, 2003 BETWEEN OCUSENSE INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR INVENTION DOCKET NO. SD2002-180
License Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • California

This amendment to the agreement (this "Amendment") is made by and between OcuSense Inc. located at 1820 Holmby Avenue #4, Los Angeles, California 90025 ("OCUSENSE") and The Regents Of The University Of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("University"), as represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

LICENSE AGREEMENT between OcuSense Inc. and The Regents of the University of California for CASE NO. SD2002-180
License Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • California

THIS AGREEMENT ("Agreement") is made by and between OcuSense Inc., a Delaware corporation, having an address at 11959 Mayfield Avenue, #4, Los Angeles, California 90049 ("LICENSEE") and The Regents of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

Amendment #3 to License Agreement 2003-03-0433
License Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus

This amendment #3 ("Amendment #3") is made by and between Ocusense, Inc., a Delaware corporation, having an address at 12707 High Bluff Drive, Second Floor, San Diego, Ca 92130 ("LICENSEE") and The Regents of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

SERIES A PREFERRED STOCK PURCHASE AGREEMENT by and among OCUSENSE, INC., a Delaware corporation and OCCULOGIX, INC., a Delaware corporation Dated as of November 30, 2006
Series a Preferred Stock Purchase Agreement • March 15th, 2007 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2006, by and among OcuSense, Inc., a Delaware corporation (the “Company”), and OccuLogix, Inc., a Delaware corporation (the “Purchaser”).

Amendment #2 To License Agreement 2003-03-0433
OccuLogix, Inc. • March 15th, 2007 • Surgical & medical instruments & apparatus

This amendment #2 ("Amendment #2") is made by and between Ocusense, Inc., a Delaware corporation, having an address at 1820 Holmby Avenue, #4 Los Angeles, CA 90025 ("LICENSEE") and The Regents of The University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 ("UNIVERSITY"), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 ("UCSD").

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