Purchase Agreement (March 28th, 2007)
Celunol Corp. Employee Invention, Non-Competition and Confidentiality Agreement (March 19th, 2007)
THIS AGREEMENT (the Agreement), made effective the date set forth below, is entered into by Celunol Corp., a Delaware corporation formerly known as BC International Corporation with its principal place of business at 980 Washington Street, Suite 122, Dedham, MA 02026 (the Company), and the person signing below as employee (the Employee).
Celunol Corp. (March 19th, 2007)
We are pleased to confirm the compensation agreement between you and Celunol Corp., a Delaware corporation formerly known as BC International Corporation (the Company). In consideration of the covenants and agreements set forth below, the Company hereby employs you, and you hereby agree to be employed by the Company, on the following terms and conditions:
Celunol Corp. Indemnification Agreement (March 19th, 2007)
THIS INDEMNIFICATION AGREEMENT (the Agreement) is made and entered into as of July 1, 2006 between CELUNOL CORP., a Delaware corporation (the Company), and Carlos Riva (Indemnitee).
Bc International Corporation Indemnification Agreement (March 19th, 2007)
THIS INDEMNIFICATION AGREEMENT (the Agreement) is made and entered into as of December 20, 2004 between BC INTERNATIONAL, INC., a Delaware corporation (the Company), and Joshua Ruch (Indemnitee).
WARRANT to Purchase Common Stock of BC INTERNATIONAL CORPORATION (March 19th, 2007)
THIS IS TO CERTIFY THAT, for value received, Rho Management Trust I (the Initial Warrant Holder), and his registered successors and permitted assigns are entitled, subject to the terms and conditions set forth below, to purchase from BC INTERNATIONAL CORPORATION, a Delaware corporation (the Company), at any time or from time to time during the Warrant Exercise Period (as defined in Section 1 below), the Warrant Shares (as defined in Section 1 below), at a purchase price per share equal to the Exercise Price (as defined in Section 1 below). The Applicable Number (as defined in Section 1 below) and character of the Warrant Shares and the Exercise Price are subject to adjustment as provided herein.
Celunol Corp. Restricted Stock Award Agreement (March 19th, 2007)
THIS AGREEMENT made this 1st day of July 2006, by and between Celunol Corp., a corporation organized under the laws of the State of Delaware (the Company), and the individual identified below, residing at the address there set out (the Employee).
VOTING AGREEMENT (Celunol Stockholders) (February 12th, 2007)
THIS VOTING AGREEMENT (this Agreement) is entered into as of February 12, 2007, by and between DIVERSA CORPORATION, a Delaware corporation (Parent), and the Major Stockholders of CELUNOL CORP., a Delaware corporation (the Company) whose signatures appear on the signature pages to this Agreement (each a Major Stockholder). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
NitroMed, Inc. – Contract (August 20th, 2003)
EXHIBIT 10.16 FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, dated this 22nd day of May 2001, is entered into by and among NITROMED, INC., a Delaware corporation (the "Corporation"), those Stockholders of the Corporation listed on SCHEDULE 1 hereto (hereinafter referred to collectively as the "Investors"), those individuals listed on SCHEDULE 2 hereto (the "Management Holders"), and The Brigham and Women's Hospital, Inc. ("BWH"). It is expressly agreed among the parties that (i) BWH shall have no rights, liabilities or responsibilities whatsoever under Sections 2.2, 2.4 through 2.14, 3.1 through 3.4, 3.6 and 5.1 through 5.5 hereof and (ii) the Management Holders shall have no rights, liabilities or responsibilities whatsoever under Sections 2, 3.1 through 3.4, 3.6 and 5 hereof. W I T N E S S E T H: WHEREAS, The Corporation has previously entered into a Third Amended
Agreement and Plan of Reorganization (April 17th, 2003)
AGREEMENT AND PLAN OF REORGANIZATION (Reorganization Agreement or Agreement) dated as of April 14, 2003, by and between GenVec, Inc. (GenVec), a Delaware corporation having its principal executive office at 65 West Watkins Mill Road, Gaithersburg, MD 20878, and Diacrin, Inc. (Diacrin), a Delaware corporation having its principal executive office at Building 96, 13th Street, Charlestown, MA 02129.
Stockholders Agreement (January 6th, 2003)
AGREEMENT, dated as of December 3, 2002 among Syngenta Participations AG, a corporation organized under the laws of Switzerland (SPARTAG), Torrey Mesa Research Institute, a Delaware corporation (TMRI, and together with SPARTAG, the Syngenta Parties), and each of the stockholders of Diversa Corporation, a Delaware corporation (the Company) set forth under the caption Diversa Stockholders on the signature pages hereto (each, a Stockholder, and collectively, the Stockholders).