WITNESSETH:Employment Agreement • March 25th, 1999 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
1 EXHIBIT 10.3 This Amended and Restated Warrant and the Common Stock issuable upon exercise hereof have not been registered or qualified for sale under the Securities Act of 1933, as amended, or any state securities law and may not be sold or...Antex Biologics Inc • October 28th, 1999 • Biological products, (no disgnostic substances) • Delaware
ANTEX BIOLOGICS INC.Subscription Agreement • February 14th, 2001 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
Exhibit c(1) WARRANT AGREEMENT This WARRANT AGREEMENT (this "Agreement"), dated as of March 15, 2000, is between ANTEX BIOLOGICS INC., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as...Warrant Agreement • March 22nd, 2000 • Antex Biologics Inc • Biological products, (no disgnostic substances)
LEASE BY AND BETWEEN ARE-QRS, CORP. as Landlord andLease • March 25th, 1999 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
WARRANTAntex Biologics Inc • February 14th, 2001 • Biological products, (no disgnostic substances) • California
AGREEMENTAgreement • March 22nd, 2000 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Delaware
WITNESSETH:Employment Agreement • March 27th, 2001 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
Exhibit c(2) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 3, 2000, by and among: ANTEX BIOLOGICS INC. (the "Company"); the purchasers signatory hereto (the "A Purchasers"),...Registration Rights Agreement • March 22nd, 2000 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
WITNESSETH:Employment Agreement • August 12th, 1998 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
EXHIBIT 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated September 13, 1999, and effective as of September 1, 1999 (the "Effective Date") between ANTEX BIOLOGICS INC., a Delaware...Registration Rights Agreement • October 28th, 1999 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Delaware
WITNESSETH:Omnibus Agreement • October 28th, 1999 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
XXXX] INDICATES INFORMATION OMITTED FROM THE EXHIBIT AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST RESEARCH AND DEVELOPMENT, RESEARCH SUPPORT AND LICENSE AGREEMENTAnd License Agreement • October 28th, 1999 • Antex Biologics Inc • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENT ANTEX BIOLOGICS INC.Employment Agreement • March 5th, 2002 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of May 16, 2001 is entered into by Antex Biologics Inc., a Delaware corporation with its principal place of business at 300 Professional Drive, Gaithersburg, Maryland 20879 (the “Company”), and Alan Liss, Ph.D., residing at 119 N. School Lane, Lancaster, Pennsylvania 17603 (the “Employee”).
SECURITIES PURCHASE AGREEMENT Among ANTEX BIOLOGICS INC. and THE PURCHASERS LISTED ON SCHEDULE I Dated as of July 3, 2001Securities Purchase Agreement • August 1st, 2001 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 3, 2001, among Antex Biologics Inc., a Delaware corporation (the “Company”), and the various purchasers identified and listed on Schedule I hereto (each referred to herein as a “Purchaser” and, collectively, the “Purchasers.”)
IRREVOCABLE PROXY AND STANDSTILL AGREEMENTAntex Biologics Inc • November 9th, 2000 • Biological products, (no disgnostic substances)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2001 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 3, 2001, among Antex Biologics Inc., a Delaware corporation (the “Company”), and the parties who have executed this Agreement and whose names appear on Schedule I hereto (each party listed on Schedule I hereto is sometimes individually referred to herein as a “Purchaser” and all such parties are sometimes collectively referred to herein as the “Purchasers”).
ASSET PURCHASE AGREEMENT AMONG ANTEX BIOLOGICS INC., ANTEX PHARMA INC., AND BIOPORT CORPORATION April 10, 2003Asset Purchase Agreement • June 2nd, 2003 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Delaware
ASSET PURCHASE AGREEMENT, dated as of April 10, 2003, by and among BIOPORT CORPORATION, a Michigan corporation (the “Buyer”), ANTEX BIOLOGICS INC., a Delaware corporation (“Antex”) and ANTEX PHARMA INC., a Delaware corporation (“Antex Pharma”). Antex and Antex Pharma are also each individually referred to herein as a “Seller,” and collectively, as the “Sellers”. The Buyer and the Sellers are referred to collectively herein as the “Parties”.
FINANCIAL ADVISORY AND CONSULTING AGREEMENTFinancial Advisory and Consulting Agreement • November 15th, 2002 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
This Agreement is made and entered into as of this day of , 2002, by and between ANTEX BIOLOGICS INC., a Delaware corporation (the “Company”), and ROAN/MEYERS ASSOCIATES, L.P. (the “Consultant”).
FORM OF REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS Dated as of , 2002Representative’s Option Agreement • November 15th, 2002 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
REPRESENTATIVE’S OPTION AGREEMENT FOR UNITS, dated as of , 2002, between ANTEX BIOLOGICS INC., a Delaware corporation (the “Company”), and ROAN/MEYERS ASSOCIATES, L.P., a New York limited partnership (hereinafter referred to variously as the “Holder” or the “Representative”).
LETTER OF INTENTLetter of Intent • March 17th, 2003 • Antex Biologics Inc • Biological products, (no disgnostic substances)
LETTER OF INTENT, dated as of February 28, 2003 (this “Letter of Intent ”), by and between ANTEX BIOLOGICS INC., a Delaware corporation with executive offices at 300 Professional Drive, Gaithersburg, Maryland 20879 (“Antex”) and BioPort Corporation, a Michigan corporation with executive offices at 3500 N. Martin Luther King Jr. Blvd., Lansing, MI 48906-9910 (“BioPort”).
FORM OF UNDERWRITING AGREEMENTForm of Underwriting Agreement • October 25th, 2002 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
Roan/Meyers Associates, L.P., as Representative of the several Underwriters named in Schedule I c/o 17 State Street New York, New York 10004
WARRANT AGREEMENTWarrant Agreement • October 25th, 2002 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT is dated this ______day of ______, 2002, by and among ANTEX BIOLOGICS INC., a Delaware corporation, having its offices at 300 Professional Drive, Gaithersburg, Maryland 20879 (the “Company”), American Stock Transfer & Trust Company, a ______corporation, having its offices at 59 Maiden Lane, New York, NY 10038, as agent in the capacity set forth herein, and Roan/Meyers Associates, L.P., a New York limited partnership (the “Representative”), having its offices at 17 State Street, New York, New York 10004, as representative of the several Underwriters (as defined below).
DISCRETIONARY LOAN, SECURITY AND PLEDGE AGREEMENTLoan, Security and Pledge Agreement • March 17th, 2003 • Antex Biologics Inc • Biological products, (no disgnostic substances) • Delaware
THIS DISCRETIONARY LOAN, SECURITY AND PLEDGE AGREEMENT (“Agreement”) is made as of March 17, 2003, by and between ANTEX BIOLOGICS INC., a Delaware corporation (“Antex”) and ANTEX PHARMA INC., a Delaware corporation and wholly-owned subsidiary of Antex (the “Subsidiary”), and BIOPORT CORPORATION, a Michigan corporation (“Lender”). Antex and Subsidiary are sometimes individually referred to in this Agreement as the “Borrower” and collectively as the “Borrowers”.
FORM OF UNDERWRITING AGREEMENT [ ] Units, each Unit Consisting of One Share of Common Stock and One Redeemable Common Stock Purchase Warrant Of ANTEX BIOLOGICS INC.Underwriting Agreement • November 15th, 2002 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
Roan/Meyers Associates, L.P., as Representative of the several Underwriters named in Schedule I c/o 17 State Street New York, New York 10004
OPTION TO PURCHASE SERIES B CONVERTIBLE PREFERRED STOCK AND WARRANTS OF ANTEX BIOLOGICS INC.Option to Purchase Agreement • August 1st, 2001 • Antex Biologics Inc • Biological products, (no disgnostic substances) • New York
THIS OPTION TO PURCHASE AGREEMENT (the “Agreement”),dated as of July 3, 2001, is entered into among Antex Biologics Inc., a Delaware corporation (the “Company”), Xmark Fund, Ltd., Xmark Fund, L.P., S.A.C. Capital Associates, LLC, SDS Merchant Fund, LP and OTATO, L.P. (Xmark Fund, Ltd., Xmark Fund, L.P., SDS Merchant Fund, LP, S.A.C. Capital Associates, LLC and OTATO, L.P., each are referred to herein as a “Purchaser” and, collectively, as the “Purchasers”).
