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license-agreements | exhibit 10. 7 dated 29th november 2017 ( 1 ) anthony nolan - and - ( 2 ) inmune bio international ltd material transfer and licence agreement this material transfer agreement together with its schedules, the " agreement " is made on 29 november 2017, the " effective date ", between ( 1 ) anthony nolan, a company incorporated in england under the companies acts with registered number # # # - # # # - # # # # and charity number 803716, and having its registered office at the royal free hospital, pond street, hampstead, london nw3 1qg england ( " an " ) ; and ( 2 ) inmune bio international ltd, a company incorporated in england under the companies acts with registered number 10105962 and having its registered office at kerman & co llp ( attn. : simon w. holden ), 200 strand, london, wc2r 1dj, england, ( " imb " ), ( 1 ) anthony nolan, a company incorporated in england under the companies acts with registered number # # # - # # # - # # # # and charity number 803716, and having its registered office at the royal free hospital, pond street, hampstead, london nw3 1qg england ( " an " ) ; and ( 2 ) inmune bio international ltd, a company incorporated in england under the companies acts with registered number 10105962 and having its registered office at kerman & co llp ( attn. : simon w. holden ), 200 strand, london, wc2r 1dj, england, ( " imb " ), together the " parties " and each a " party ". whereas : a an and the royal free hampstead nhs trust ( " rfh " ) entered into a third party service level agreement on 23 september 2016 for the procurement of msc derived from umbilical cord blood or placenta to be used for research purposes by rfh and specifically, a researcher, professor mark w lowdell ( the " rfh agreement " ). b imb was established and co - founded in april 2016 by professor mark lowdell, dr raymond joseph tesi and mr david moss. imb wishes to obtain the materials for their use in the field. c the parties have agreed that the materials are only for use in humans or for human application if approved by the relevant regulatory body and wish to enter into this agreement to govern their relationship in this | 600 |
license-agreements | exhibit 10. 2 schedule 4 territory the licensee shall have a license grant in all territories outside of the usa under the agreement. in the usa healthimation and nemaura shall work jointly to deliver a revised version of the whywait program in conjunction with nemaura ’ s probeat product and service offering. license extended on october 23, 2020 to include the territory rights for north america / united states. the license agreement now includes world - wide rights. initial : jpt 10 / 28 / 20 by john p. troup / s / john p. troup initial : dfc date : 29th october 2020 by d f chowdhury / s / d. f. chowdhury | 601 |
license-agreements | exhibit 10. 11 license agreement this license agreement ( the " agreement " ), dated as of this 5th day of october, 2010, by and between modular properties limited, inc., a corporation duly organized and existing under the laws of the british virgin islands, with its principal place of business at 498 palm springs drive, altamonte springs, fl 32701 ( the " licensor " ), and worldwide medassets, ltd. a company duly organized and existing under the laws of the lebanon, with its principal place of business at riad el solh, box 11 - 395, beirut, lebanon ( the " licensee " ). recitals 1. licensor has developed the " patent rights " ( as hereinafter defined ) used in connection with operating medical clinics that provide medical services of a distinctive character and quality generally associated with and known as “ boston method. ” licensor has publicized certain names and logo design generally known as " boston medical, " the " trademarks " ( as hereinafter defined ), trade names, service marks, logos, slogans, trade dress, commercial symbols, operational systems and other intellectual property rights of licensor in connection with the operation of a system in various countries throughout the world. 1. 1. 2. licensor licenses the use of the patent rights and trademarks, and certain other patents, trademarks, trade names, service marks, logos, slogans, trade dress, commercial symbols, operational systems, and other intellectual property rights of licensor in connection with the medical clinics to selected persons who will comply with licensor ’ s uniformity requirements and quality standards. 2. 2. 3. licensee desires to develop medical clinics within the area described in this agreement, in conformity with the licensor ’ s uniformity requirements and quality standards. 3. 3. 4. licensor is willing to enter into this agreement in reliance upon the skill, business aptitude, management ability, integrity, moral character, and financial capabilities of licensee. 4. 4. 5. licensee has had a full and adequate opportunity to read and review this agreement, and to be thoroughly advised of the terms and conditions hereof. licensee is able to evaluate, and has, to its satisfaction, evaluated, the risks associated with the transactions contemplated hereby. 5. 5. now, therefore, in consideration of the foregoing recitals, the mutual | 602 |
license-agreements | 1. contracting parties supplier ( hereinafter called “ party a ” ) : zhongshan guangsheng industry co., ltd jinyi industry district dongfeng town, zhongshan city, guangdong province, china. tel : ( 86 ) - 760 - 23379303 fax : ( 86 ) - 760 - 22600556 distributor ( hereinafter called “ party b ” ) : pristine solutions inc. attn : christine buchanan - mckenzie stettin albert town trelawny, jamaica tel : ( 876 ) 386 - 7264 fax : ( 876 ) 972 - 1736 2. products and quantity or amount commodity : electric instant water heater it ’ s mutually agreed that party b shall undertake to buy from party a not less than 50 of the aforesaid products during the first six months from the effective date of this agreement. it ’ s mutually agreed that party a shall undertake to guarantee production to party b not less then 50pcs of the aforesaid products during the first six months from the effective date of this agreement. 3. distributor ’ s sales territory the sales territory designated hereto is the geographical area of jamaica as well as the area mutually agreed upon for which party b shall have sales responsibility and in which party b will exert its effort for sales of the aforesaid products. 4. terms of sales the quantities, prices and shipments of the commodities stated in this agreement shall be confirmed in each transaction, the particulars of which are to be specified in the sales confirmation signed by the two parties hereto. 5. payment after confirmation of the order, party b shall arrange 30 % deposit by t / t prior to production in favor of party a within the time stipulated in the relevant sales confirmation. 70 % balance paid against delivery notice ( before delivery ). 6. party b ’ s responsibilities a. generate and stimulate interests in the products and furnish information to party a in regard to market trend and prospective purchasers of the aforesaid products. b. participate in the sales promotion activities to benefit and improve sales of the aforesaid products and assist and advise party a in this regards. 7. party a ’ s responsibilities a. endeavor to maintain the delivery conditions on all orders accepted by the party a. b. provide party b to the full extent, with sales, technical information and assistance regarding the aforesaid products. c. keep party b informed of specification or | 603 |
license-agreements | exhibit 10. 69 first amendment to license agreement this first amendment ( the " first amendment " ) is made effective as of january 25, 2016 ( the " first amendment effective date " ), to amend the license agreement entered into by and between the wistar institute of anatomy and biology ( " wistar " ) and oncocyte corporation ( " oncocyte " ), dated january 22, 2016 ( the " license agreement " ). purpose of amendment the sole purpose of this first amendment is to correct the numbering found within section 1. 24 of the license agreement. section 1. 24 shall be deleted in its entirety and replaced with the following : 1. 24 " licensed product ( s ) " means : ( i ) on a country - by - country basis, any product, the making, using, selling, offering for sale, or importing of which product in the country in question would ( without the license granted under this agreement ) infringe at least one pending valid claim ( were it to have issued ) or issued valid claim of the licensed patents in that country ; ( ii ) on a country - by - country basis, any service, process or method, the performing or providing of which process or method in the country in question would ( without the license granted under the agreement ) infringe at least one pending valid claim ( were it to have issued ) or issued valid claim of the licensed patents in that country ; and ( iii ) any product or process that is not covered by the foregoing clauses ( i ) or ( ii ), but that incorporates or is made, identified, developed, optimized, characterized, selected, derived or determined to have utility, in whole or in part, by the use or modification of ( a ) any licensed patent or any technology or invention covered thereby, ( b ) any technical information or ( d ) any licensed product covered by the foregoing clauses ( i ) or ( ii ). this first amendment shall be binding upon both parties as of the first amendment effective date. all capitalized terms not expressly defined herein shall have the same meanings assigned to them in the license agreement. except as expressly amended or modified herein, all other terms and conditions of the license agreement remain in full force and effect. this first amendment shall be construed by and enforced in accordance with the laws of the commonwealth of pennsylvania without regard to its principles of conflicts of law. in witness whereof, the parties | 604 |
license-agreements | exhibit 10. 2 exhibit 10. 2 march 4, 2022 marriott international, inc. 10400 fernwood rd, bethesda, md 20817 re : marriott license, services and development agreement for marriott projects dated november 19, 2011 – umbrella ip amendment ladies and gentlemen : marriott international, inc. ( “ mii ” ) and marriott worldwide corporation ( “ mwc ” ) ( together, “ marriott ” ), and marriott vacations worldwide corporation ( “ mvw ” ) are parties to that certain license, services and development agreement for marriott projects dated november 19, 2011, as amended by that certain first amendment to license, services, and development agreement dated february 26, 2018, that certain letter regarding consent to limited marketing access dated february 26, 2018, and that certain letter of acknowledgment ( the “ merger letter agreement ” ) regarding mvw ’ s acquisition of the vistana destination club business ( defined below ) dated september 1, 2018 ( as may be further amended, collectively, the “ mvw license agreement ” ), under which marriott granted mvw the right to operate the licensed business in accordance with the terms and conditions of the mvw license agreement. starwood hotels & resorts worldwide, llc ( formerly known as starwood hotels & resorts worldwide, inc. ) ( “ starwood ” ), an affiliate of marriott, and vistana signature experiences, inc. ( “ vistana ” ) and ilg, llc ( as successor to ilg, inc., formerly known as interval leisure group, inc. ( “ ilg ” ) ), both affiliates of mvw, are parties to that certain license, services and development agreement ( as amended, the “ vistana license agreement ” ) dated effective may 11, 2016 pursuant to which vistana was granted a license to operate the licensed business in accordance with the terms of, and as defined in, the vistana license agreement ( referred to herein as the “ vistana destination club business ” ). pursuant to the merger letter agreement, marriott and mvw agreed, among other things, to amend the mvw license agreement and related agreements to encompass ( i ) the sheraton and westin brands, ( ii ) with respect to the specified fractional projects, the st. regis and luxury collection brands and ( iii ) the licensed unbranded projects ( as defined below ). the parties anticipated that the integration and combination of the mvw licensed destination club business and vistana destination | 605 |
license-agreements | exhibit 10. 35 大 合 license agreement for comprehensive utilization of dachaidan salt lake resources 方 ： 青 海 中 天 有 公 司 ： 青 海 省 海 西 州 大 镇 人 民 60 方 ： 青 海 中 天 有 公 司 ： 青 海 省 海 西 州 大 镇 人 民 60 party a : qinghai zhongtian boron lithium technology co., ltd address : no. 60, renmin east road, dachaidan town, haixi prefecture, qinghai province party b : xi'an jinzang membrane environmental protection technology co., ltd address : room 301, shaanxi membrane separation technology research institute, no. 13, middle section of yanta road, beilin district, xi'an city 的 合 大 生 ， 方 成 下 ： in order to make better use of the associated mineral resources of the dachaidan salt lake comprehensively, party a and party b 1 1 1 agree as follows : 一 、 方 有 大 （ ： c6300002010126110100612 ） 大 主 的 区 ， 外 同 生 有 、 、 、 、 ， 一 大 合 。 的 合 ， 方 同 大 区 生 方 ， ， 方 面 同 ， 方 不 区 内 的 生 三 方 （ 2016 年 6 月 27 日 代 的 青 海 中 天 有 公 司 李 新 海 代 的 南 中 大 有 公 司 的 合 外 ， ： 合 年 前 方 人 | 606 |
license-agreements | certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. omissions are designated as [ * * * ]. certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. omissions are designated as [ * * * ]. april 12, 2022 alpine immune sciences inc. 188 e blaine st suite 200 seattle, wa 98102 united states attention : paul rickey, cfo re : the option and license agreement between alpine immune sciences inc. ( “ alpine ” ) and abbvie global enterprises ltd. ( as assignee of abbvie ireland unlimited company ) ( “ abbvie ” ), made and entered into as of june 17, 2017 ( the “ agreement ” ) to whom it may concern : this letter serves to memorialize the agreement between abbvie and alpine to replace schedule 1. 157 of the agreement with the schedule 1. 157 attached to this letter as exhibit a. please countersign this letter below and return a copy to abbvie. this letter will be effective upon execution by each of the parties. if you have any questions regarding this letter, please contact john larson, senior director, alliance management, at [ * * * ]. sincerely, / s / arthur c. price abbvie global enterprises ltd. name : arthur c. price title : director agreed : / s / paul rickey alpine immune sciences inc. name : paul rickey title : cfo exhibit a schedule 1. 157 [ * * * ] success completion criteria [ * * * ] | 607 |
license-agreements | exhibit 10. 1 addendum no 5 to the contract no 482 dated june 09, 2000 for exploration of hydrocarbon material on aksaz - dolinnoe - emir block, in tyubkaragan region of mangystau oblast in compliance with the license of series ai no 1552 ( oil ) issued april 30, 1999 between the ministry of energy and mineral resources of the republic of kazakhstan, ( competent body ) and limited liability partnership emir oil ( contractor ) astana, 2008 this addendum # 5 to the contract no 482 dated june 09, 2000 for exploration of hydrocarbon material on aksaz - dolinnoe - emir block, located in tyubkaragan region of mangystau oblast was signed on 24th of june of the year 2008 between the ministry of energy and mineral resources, hereinafter referred to as “ competent body ”, and emir oil limited liability partnership, hereinafter referred to as “ contractor ”. preamble due to the fact that : - contractor addressed the competent body with a request to extend exploration period under the contract, the competent body made a decision to extend the exploration period for estimation and commercial discovery till january 9, 2013, provided that emir oil llp assumes additional financial commitments under the working program for the period of extension ( minutes no 3 of february 08, 2008 and no 6 of april 08, 2008 ). competent body and contractor agree on the following : paragraph 3. 4. of section 3 “ contract term ” to be amended as follows : “ contract term in view of the extension of exploration period for estimation and commercial discovery expires on january 9, 2013 ”. section 7 “ working program ” to be amended by adding paragraph 7. 1. 2. as follows : “ 7. 1. 2. the amount of investments under the working program of the period of extension for commercial evaluation is $ 44 440 000 ( forty four million four hundred and forty thousand usd ) and comprised of the following cost and physical parameters : addendum to the main working program under the contract # 482 dated june 9, 2000. № types of operations 2009 half year ( july - december ) 2010 2011 2012 cost of operations, thousand $ 1 addendum to the exploration project number of projects thousand usd 1 15 1 15 2 30 2 addendum to the exploratory drilling construction project number of projects thousand usd 1 25 1 25 2 50 3 test production project number of | 608 |
license-agreements | exhibit 10. 23 confidential treatment requested : certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk ( “ [ * * * * ] ” ) to denote where omissions have been made. the confidential material has been filed separately with the securities and exchange commission. license agreement united states of america luna technologies, inc. nonexclusive license agreement no. dn - 951 license effective date : 12 / 20 / 00 table of contents preamble article i definitions article ii license grant article iii sublicenses article iv term of license article v practical application article vi united states manufacture article vii royalty and payment article viii reports article ix audit rights article x marking article xi use of the nasa name article xii disclaimer of warranties article xiii risk allocation and indemnification article xiv patent validity article xv points of contact article xvi notices article xvii nonassertion article xviii disputes article xix breach article xx termination article xxi assignment - i - article xxii governing law article xxiii independent entities article xxiv effect of partial invalidity article xxv nonwaiver article xxvi entire agreement article xxvii article headings article xxviii counterparts article xxix acceptance - ii - license agreement preamble this license agreement ( “ agreement ” ) is entered into between the national aeronautics and space administration ( nasa ), an agency of the united states, hereinafter referred to as licensor, having its headquarters in washington, d. c., and luna technologies, inc., a corporation of the state of delaware, having its principal place of business at p. o. box 11704, blacksburg, va, 24062, hereinafter referred to as licensee, as of the date of execution of the last party hereto. witnesseth : whereas, under the authority of 35 u. s. c. § 200 et seq., the u. s. department of commerce has issued patent licensing regulations ( 37 cfr § part 404 ) specifying the terms and conditions upon which licenses may be granted for inventions assigned to licensor ; and whereas, licensor is the assignee of u. s. patent application no. 09 / 606, 120 for an invention entitled “ single laser sweep full s - parameter characterization of fiber bragg gratings, ” which was filed on june 15, 2000 ; and | 609 |
license-agreements | exhibit 10. 2 technology license agreement this technology license agreement ( this “ agreement ” ) dated as of3rd july 2019 ( the “ effective date ” ), is by and between the following parties : life science biosensor diagnostics pty ltd., an australian proprietary limited company having an address at level 9, 85 castlereagh street, sydney nsw 2000 australia ( “ licensor ” ) ; and glucose biosensor systems ( greater china ) holdings inc., a company having an address at 708 third avenue, 6th floornew york, new york 10017, ( “ licensee ” ), ( each, a “ party ” and collectively the “ parties ” ). whereas : ( a ) licensor owns : ( a ) licensor owns : ( a ) licensor owns : i. technology related to measuring, or otherwise determining, the following : ( a ) the amount or concentration of glucose ; ( b ) the existence of biological markers of cancer ; and ( c ) allergy / immunology and hormones, each in a bodily fluid ( e. g., saliva, blood ) ( each an “ indicator ” and collectively the “ indicators ” ) ; ii. products ( including, meters, strips, and accessories ), systems, methods, processes, applications, and implementation for or of measuring or otherwise determining the amount or concentration and existence of each indicator in a bodily fluid ( individually and collectively, the “ biosensor technology ” ) ; and iii. proprietary rights in and to biosensor technology ( individually and collectively, the “ biosensor proprietary rights, ” collectively with the biosensor technology, the “ biosensor ip ” ). i. technology related to measuring, or otherwise determining, the following : ( a ) the amount or concentration of glucose ; ( b ) the existence of biological markers of cancer ; and ( c ) allergy / immunology and hormones, each in a bodily fluid ( e. g., saliva, blood ) ( each an “ indicator ” and collectively the “ indicators ” ) ; i. technology related to measuring, or otherwise determining, the following : ( a ) the amount or concentration of glucose ; ( b ) the existence of biological markers of cancer ; and ( c ) allergy / immunology and hormones, each in a bodily fluid ( e. g., saliva, blood ) ( each an “ indicator ” and collectively the “ indicators ” ) ; | 610 |
license-agreements | exhibit 10. 12 confidential treatment requested by ubiquiti networks, inc. amended technology license agreement atheros communications, inc. atheros communications, inc. ubiquiti networks, inc. ubiquiti networks, inc. by : / s / rick hegberg by : / s / rick hegberg by : / s / john ritchie by : / s / john ritchie name : rick hegberg name : rick hegberg name : john ritchie name : john ritchie title : vice president of sales title : vice president of sales title : cfo title : cfo date : 9 / 24 / 2010 date : 9 / 24 / 2010 date : 9 / 27 / 2010 date : 9 / 27 / 2010 principal place of business : 5480 great america parkway santa clara, ca 95054 principal place of business : 5480 great america parkway santa clara, ca 95054 principal place of business : 91 e. tasman drive san jose, ca 95134 principal place of business : 91 e. tasman drive san jose, ca 95134 date of this amended agreement : september 1, 2010 ( “ effective date ” ) ; date of this amended agreement : september 1, 2010 ( “ effective date ” ) ; this amended technology license agreement ( together with its exhibits and attachments : “ license ” or “ agreement ” ) is made and entered into as of september 1, 2010 by and between atheros communications, inc. ( “ atheros ” or “ we ” or “ us ” ), and the licensee identified above ( “ licensee ” or “ you ” ), and replaces the technology license agreement between the parties with an effective date of september 1, 2010 ( “ effective date ” ), including all exhibits attached thereto, and all other agreements between the parties, effective on or after the effective date, regarding the purchase or sale of atheros components. the parties, intending to be legally bound, agree as follows : 1. definitions “ atheros competitor ” means a person or entity that designs, develops, manufactures or markets any integrated circuit, device or software that provides baseband, media access control ( mac - layer ) or radio - frequency front - end functionality for wireless communications using unlicensed radio spectrum. “ component ” means a semiconductor product sold under an atheros label or manufactured under license from atheros. “ designated equipment ” means equipment that incorporates one or more | 611 |
license-agreements | exhibit 10. 14 license agreement between harrison 160, llc, as licensor, and mrl ventures inc. as licensee dated as of april 16, 2004 basic license terms 1 parties data center operator : 365 the main exchange, inc. 365 main street, san francisco, ca 94105 contact : kevin shanahan 415 # # # - # # # - # # # # licensee : mrl ventures inc. 650 mission, suite 2 san francisco, ca 94105 licensor : harrison 160, llc c / o union property capital, inc. 353 sacramento street, suite 560 san francisco, ca 94111 licensee contact : max levchin principal 650 # # # - # # # - # # # # * * * @ * * * licensor contacts : martin b. dalton 415 # # # - # # # - # # # # chris dolan 415 # # # - # # # - # # # # 2 license term 1 parties data center operator : 365 the main exchange, inc. 365 main street, san francisco, ca 94105 contact : kevin shanahan 415 # # # - # # # - # # # # licensee : mrl ventures inc. 650 mission, suite 2 san francisco, ca 94105 licensor : harrison 160, llc c / o union property capital, inc. 353 sacramento street, suite 560 san francisco, ca 94111 licensee contact : max levchin principal 650 # # # - # # # - # # # # * * * @ * * * licensor contacts : martin b. dalton 415 # # # - # # # - # # # # chris dolan 415 # # # - # # # - # # # # 2 license term base term : 12 months optional term : renewal options to be presented within 90 days of conclusion of original term. early access date : april 23, 2004 commencement date : august 1, 2004 through july 31, 2005 description units non - recurringcharge / unit recurringcharge / unit non - recurringcharges recurringcharges 3 license area requirement secure private cabinet 1 $ 1, 100. 00 $ 400. 00 waived $ 400. 00 4 electrical charges power billing options : billed actual 20 amp power circuit, 1 phase 1 $ 395. 00 $ 395. 00 billed actual circuit grounding 1 $ 65. 00 $ 65. 00 n / a bcms circuit monitoring 1 | 612 |
license-agreements | exhibit 10. 5 [ * ] certain information in this document has been omitted and filed separately with the securities and exchange commission. confidential treatment has been requested with respect to the omitted portions. collaborative research and license agreement july 10, 2009 table of contents article 1 definitions “ affiliate ” “ arbitral tribunal ” “ arbitration authority ” “ arbitration list ” “ background technology ” “ biocatalyst ” “ biocatalyst technology ” “ biofuel process technology ” “ biomass ” “ blend ” “ breaching party ” “ [ * ] ” “ [ * ] ” “ [ * ] ” “ calendar year ” “ claim notice ” “ codexis background technology ” “ codexis biocatalyst ” “ codexis - [ * ] agreement ” “ codexis introduced program technology ” “ codexis jointly invented research technology ” “ codexis research technology ” “ codexis screening technology ” “ codexis shuffling technology ” “ codexis solely invented research technology ” “ commercial improvements ” “ confidential information ” “ control ” “ covenanting party ” “ default notice ” “ disputing party ” “ [ * ] party ” “ environmental law ” “ fuels field ” “ hazardous materials ” “ information ” “ ie background technology ” “ ie biofuel process technology ” “ ie research technology ” “ ie introduced program technology ” “ ie jointly invented research technology ” [ * ] certain information in this document has been omitted and filed separately with the securities and exchange commission. confidential treatment has been requested with respect to the omitted portions. - i - “ ie solely invented research technology ” “ international trade laws ” “ introduced program technology ” “ jointly owned research technology ” “ losses ” “ lubricant ” “ microbes ” “ non - breaching party ” “ notice to arbitrate ” “ out - sourcing party ” “ oversight committee ” “ patent committee ” “ patent rights ” “ permitted products ” “ program ” “ research plan ” “ research technology ” “ research term ” “ rules ” “ shell agreements ” “ shell biofuel technology ” “ shell research technology ” “ shuffling ” “ shuffling technology ” “ technology ” “ term ” “ third party ” “ third party agreements ” “ [ * ] ” article 2 program activities purpose oversight committee contributions and information sharing reports and materials laboratory facility and personnel efforts acknowledgement and waiver article 3 ownership of technology codexis background and codexis introduced program technology ie background and ie introduced program technology codexis research technology ie research technology shell research technology jointly owned research technology | 613 |
license-agreements | license agreement by and between asuragen, inc. and interpace diagnostics, llc dated as of august 13, 2014 table of contents article 1definitions 1 article 1 article 1 definitions 1 definitions 1 article 2grant of rights 3 article 2 article 2 grant of rights 3 grant of rights 3 2. 1grants to buyer. 3 2. 1 2. 1 grants to buyer. 3 grants to buyer. 3 2. 2retention of rights. 3 2. 2 2. 2 retention of rights. 3 retention of rights. 3 2. 3sublicenses. 3 2. 3 2. 3 sublicenses. 3 sublicenses. 3 2. 4no implied rights. 4 2. 4 2. 4 no implied rights. 4 no implied rights. 4 2. 5acknowledgement relating to cprit agreement. 4 2. 5 2. 5 acknowledgement relating to cprit agreement. 4 acknowledgement relating to cprit agreement. 4 article 3payment and records 4 article 3 article 3 payment and records 4 payment and records 4 3. 1royalty. 4 3. 1 3. 1 royalty. 4 royalty. 4 3. 2royalty payments. 4 3. 2 3. 2 royalty payments. 4 royalty payments. 4 3. 3reporting requirements 4 3. 3 3. 3 reporting requirements 4 reporting requirements 4 3. 4records ; audits. 5 3. 4 3. 4 records ; audits. 5 records ; audits. 5 article 4licensed patents 5 article 4 article 4 licensed patents 5 licensed patents 5 article 5confidentiality and non - disclosure 5 article 5 article 5 confidentiality and non - disclosure 5 confidentiality and non - disclosure 5 article 6disclaimer of warranties 6 article 6 article 6 disclaimer of warranties 6 disclaimer of warranties 6 article 7term and termination 6 article 7 article 7 term and termination 6 term and termination 6 7. 1term. 6 7. 1 7. 1 term. 6 term. 6 7. 2termination for material breach. 6 7. 2 7. 2 termination for material breach. 6 termination for material breach. 6 7. 3mutual agreement. 6 7. 3 7. 3 mutual agreement. 6 mutual agreement. 6 7. 4consequences of termination. 6 7. 4 7. 4 consequences of termination. 6 consequences | 614 |
license-agreements | ex - 10. 1 license agreement this license agreement ( this " agreement " ) effective as of the 25th day of april, 2008 ( " effective date " ), is between pari pharma gmbh, a german corporation with a principal place of business at moosstrasse 3, d - 82319 starnberg, germany ( " pari " ) and transave, inc., a delaware corporation with registered offices at 11 deer park drive, suite 117, monmouth jct., nj 08852, united states of america ( “ transave ” ). each of pari and transave shall be referred to as a “ party, ” and collectively the “ parties. ” recitals whereas, transave has acquired, developed and produced certain technology and formulation rights commonly referred to as arikace™, a proprietary amikacin antibiotic based on transave ’ s proprietary sustained release liposomal technology for inhalation, for the treatment and prevention of pseudomonas aeruginosa infection in patients with cystic fibrosis and bronchiectasis ; whereas, pari is in the business of developing and commercializing drug nebulizer devices and drug formulation methodologies, and pari has developed a drug nebulizer device ; whereas, pari and transave have entered into a clinical supply agreement effective the 4th day of april 2007 ( the “ clinical supply agreement ” ) ; whereas, pari gmbh and transave entered into a feasibility study agreement dated the 10th day of january 2007, which was assigned and transferred to pari on the 27th of march 2007 ( “ feasibility agreement ” ) ; whereas, pari and transave executed a statement of work no. 3 for the feasibility agreement on the 26th day of october 2007 ( “ feasibility statement of work no. 3 ” ) ; whereas, transave desires to use a pari drug nebulizer device for aerosolizing arikace for pulmonary delivery, and pari desires to optimize its drug nebulizer device for aerosolizing transave ’ s arikace for pulmonary delivery ; and whereas, pari desires to perform evaluation, research and development activities with transave related to pari ’ s nebulizer device technology, and transave desires to pay pari for such activities and to obtain a license to certain pari intellectual property rights in connection with the development and commercialization of arikace with an optimized pari nebulizer device, all | 615 |
license-agreements | exhibit 10. 7 2 / 8 / 95 mk : dcr cms. agr license agreement this agreement is effective as of the 8th day of february 1995, between california institute of technology, 1201 east california boulevard, pasadena, california 91125 ( “ caltech ” ) and clinical micro sensors, inc., 428 south sierra bonita avenue, pasadena, ca 91106 ( “ cms ” ), a corporation of the state of california : whereas, caltech, has been engaged in basic research relating to nucleic acid mediated electron transfer and cell and tissue - specific mri contrast agents ; whereas, caltech owns full right, title and interest in united states patent application number 08 / 166, 036 filed december 10, 1993 entitled “ nucleic acid mediated electron transfer ” ( cit 2222 ) and to an invention entitled “ cell and tissue - specific mri contrast agents ” ( cit 2223 ) which will be the subject of a united states patent application and has the requisite power and authority to enter into this agreement and to convey to cms the interests herein ; whereas, currently herewith caltech is receiving a five percent ( 5 % ) equity interest in cms ; whereas, cms, is desirous of an exclusive license to the aforementioned united states patent application and invention, and to certain divisions, continuations and continuation - in - part applications of the aforementioned application. now, therefore, the parties agree as follows : article i definitions 1. “ subject technology ” means any, product or process covered by any claim in a licensed patent. 2. “ licensed method ” means any process or method, the use or practice of which would constitute an infringement of a valid claim of a licensed patent in that country in which the licensed method is used or practiced. 3. “ licensed product ” means ( a ) any product which cannot be manufactured, used or sold without infringing a valid claim of a licensed patent or ( b ) the practice of the licensed method. 4. “ licensed patent ” means any patent issued from the aforementioned united states patent application and invention and any continuation, continuation - in - part, divisions, reissues, re - examinations, and any foreign counterparts thereof. 5. “ deductible expenses ” means all costs incurred in connection with sales of licensed products to the extent paid or allowed by cms and included in accordance with recognized principles of accounting in the gross sales price billed : ( i ) sales, | 616 |
license-agreements | exhibit 10. 1 amendment # 2 to the license, development and commercialization agreement between echo therapeutics, inc. and medical technologies innovations, asia, ltd. 1 executive summary 1 executive summary 1 executive summary 1. 1 scope. this amendment covers the activities necessary to support the chinese commercialization of the “ core 2 + and “ generation 3 ” versions of the echo cgm system, as defined below. this amendment # 2 will take effect, and is conditioned upon receipt of $ 500, 000 in additional bridge loans on or before november 30th. 1. 2 amended terms. the terms in the original agreement remain in force, except as described below. 1. 3 product definition. the definition of “ product ” contained in section 1. 1. 59 is amended to include the following : release device description echo deliverables mtia responsibilities core 2 + system support as needed plus deliverables listed below. evaluation and testing of mtia produced materials, as needed. prototype construction, preliminary clinical testing in china. manufacturing, cfda clinical testing, regulatory approval, commercialization. sensor module & target base gen 1 cophthal electrode, dried hydrogel, plastic case. target base with adhesive. design changes, test reports. final changes to design and testing as needed. disposable kit disposable package, containing the single use devices. updates include new tip, bzk wipe, reference ring & labeling none. update to bill of materials, contents, packaging & labeling. shelf life & other testing as needed. transmitter bluetooth transmitter and embedded firmware. firmware executable program and pc based test program. testing as needed. glucose algorithm signal processing software and configuration parameters. executable program and baseline configuration parameters. pc based test tool. final configuration parameters, testing as needed. exfoliator skin exfoliator, with embedded control firmware and configuration parameters. battery charger. design documentation, sample prototypes. firmware executable program, configuration parameters and pc based test program. final configuration parameters, testing as needed. exfoliator tip production. battery charger design, development and testing. api application programming interface, running on android executable software ( android ), test reports and interface document. none. app cgm application with graphical user interface. example english app with source code and executable ( android ). software development of chinese app, testing as needed. release release device device description description echo deliverables echo deliver | 617 |
license-agreements | exhibit 10. 5 合 同 exclusive license agreement 合 健 有 公 司 mariposa health limited 有 公 司 hunter immunology limited and 山 西 生 有 公 司 shanxi kangbao biological product co., ltd. date : 2015 - 06 - 07 地 place : changzhi, china 1 61 1 61 1 61 exclusive license contract 合 同 exclusive license contract 合 同 exclusive license contract 合 同 合 同 方 parties : 方 : 合 健 有 公 司, 大 公 司 ( acn ) : 134 154 680, 地 : 大 - 新 南 士 州 - 阿 海 - 阿 大 道 61 6 元 party a : mariposa health limited, acn 134 154 680 of unit 6, 61 avalon parade, avalon beach, nsw 2107 方 : 有 公 司, 大 公 司 ( acn ) : 106 556 094, 地 : 大 - 新 南 士 州 - 阿 海 - 阿 大 道 61 6 元 party b : hunter immunology limited, acn 106 556 094 of unit 6, 61 avalon parade, avalon beach, new south wales2107, australia. ( 方 和 方 方 ) ( party a and party b are hereinafter collectively referred to as licensor ) 方 ( 方 ) : 山 西 生 有 公 司, 公 司 : 140000100040583, 地 : 中 人 民 和 国 山 西 省 治 太 行 北 69 party c : shanxi kangbao biological product co., ltd., registered company number 140000100040583 of 69 taihang north road, changzhi city, shanxi province, p. r. china ( party c is hereinafter referred to as licensee ) ( 方 方 ) 合 同 background whereas : : | 618 |
license-agreements | exhibit 10. 5 execution version license agreement license agreement ( this “ agreement ” ), dated as of august 9, 2016 ( the “ effective date ” ), by and among first hawaiian, inc., a delaware corporation ( “ fhi ” ), first hawaiian bank, a hawaii state - chartered bank ( “ fhb ” ), bancwest holding inc., a delaware corporation ( “ bwhi ” ), bancwest corporation ( formerly known as bwc holding inc. ), a delaware corporation ( “ bwcorp ” ) and bank of the west, a california state - chartered bank ( “ bow ”, and together with fhi, fhb, bwhi and bwcorp, the “ parties, ” and each a “ party ” ). recitals whereas, on april 1, 2016, bnp paribas, a corporation organized and domiciled in france ( “ bnpp ” ), effected a series of reorganization transactions ( the “ reorganization ” ) in contemplation of the proposed initial public offering of a portion of the shares of common stock, par value $ 0. 01 per share, of fhi ( formerly known as bancwest corporation ( “ bwc ” ) ), a wholly - owned subsidiary of bnpp, pursuant to a master reorganization agreement by and among fhi, bwhi, bwcorp and bnpp, dated as of april 1, 2016 ; whereas, prior to the reorganization, fhb and bow were bank subsidiaries of bwc and, as part of the reorganization, were separated under independent bank holding companies with fhb remaining a direct subsidiary of fhi and bow becoming a direct subsidiary of bwhi, a newly formed corporation which, as a result of the reorganization, became a direct subsidiary of bnpp ; whereas, the parties have collectively developed, and will continue to develop up to and including the non - ccar date, modeling data sets, models, data governance standards, processes, coding ( including, without limitation, extract, transform and load code ) and related documentation for use in complying with stress testing and capital planning regulations, including comprehensive capital analysis and review ( ccar ) and dodd - frank act stress testing ( dfast ) ( collectively, the “ models ” ) ; whereas, the parties have collectively developed, and will continue to develop up to and including the non - ccar date, processes and coding for use | 619 |
license-agreements | / s / _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ / s / _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bright automotive, inc. dan kennedy 2701 enterprise drive, suite ceo 122 2701 enterprise drive, suite 122 anderson, indiana 46013 anderson, indiana 4601 fax direct | 620 |
license-agreements | addendum to the " exclusive and all encompassing license on the magnegas technology " dated april 6, 2007 whereas hyfuels, inc is the sole and exclusive owner of all intellectual property on the magnegas technology as specified on the website www. magnegas. com ( hereinafter referred to as the " technology. " ) whereas hyfuels, inc granted on april 6, 2007 to magnegas corporation the exclusive and all encompassing rights on the technology with a 5 year option to purchase all said intellectual rights ( hereinafter referred to as the " license " ) for all countries of the american continent, plus alaska, hawaii and all caribbean islands ( hereinafter referred to as the " territory " ). now, therefore, hyfuels, inc confirms and reaffirms the following : 1 ) the above quoted license is for the above quoted territory consisting of the entire american continent, hereinafter defined and clarified as including all countries of north america, central america, and south america plus hawaii, alaska and all caribbean islands. 2 ) said license is permanent and irrevocable in the above identified territory with the sole exception of : i ) the bankruptcy or insolvency of licensee, ii ) the filing of licensee of a petition for bankruptcy iii ) the making by the licensee of the assignment of this license for the benefit of creditors iv ) the appointment of a receiver of the licensee or any of its assets which appointment shall not be vacated within sixty ( 60 ) days thereafter v ) the filing of any other petition for the relief from creditors based upon the alleged bankruptcy or insolvency of licensee which shall not be dismissed within 60 days thereafter. 3 ) as stated in paragraph 6, said license grants to magnegas corporation an exclusive 5 year option for the purchase of all intellectual rights in the territory. in the event magnegas corporation elects not to exercise it's right of said option, then the license remains in full force and effect. 4 ) magnegas corporation has fulfilled each and every one of its obligations per said license, including the issuance of all contractual shares. as a result, this license is in full validity and effect without any reservation from hyfuels, inc. hence, 5 ) the above identified license in the above identified territory is now permanent for the entire life on the patents ( described in detail in schedule " a " of the | 621 |
license-agreements | exhibit 10. 4 license agreement this license agreement ( “ agreement ” ) is made and entered into as of this 18th day of july 2019, between sterling / winters company, a california corporation dba : tommy meharey mivitm llc ( “ licensor ” ), and, samsara luggage inc., which is currently in process of merging with publicly traded darkstar ventures inc. [ otc : davc ] ( “ licensee ” ), as follows : witnesseth : whereas, tommy meharey ( “ mr. meharey ” ) is an internationally famous man and designer with a highly favorable public image and strong brand identity : and a strong portfolio of multiple brands and ambassadors, also with a highly favorable public image and strong brand identi1y. whereas, licensor has the right and authority to license certain registered trademarks and rights to the name, likeness, and visual representation of mr. meharey and such name, likeness, and visual representation being well known and recognized by the general public and associated in the public mind with licensor. whereas, licensor is the owner, by assignment, of the name. nick name, image, likeness, initials, mark, appearance, signature ( including reproduced signature ), autograph, endorsement, voice, and biographical material ( including history, video and motion picture film portrayals, and still photography ), internet domain names and online social media user / screen names of mr. meharey and has developed and used intellectual property and is engaged in the licensing of the property identified in the attached exhibit a ( hereinafter, with the mivitm llc, ( collectively referred to as the “ licensed marks ” ) ; ”, the “ licensed property ” or the “ brand ” ) : whereas, licensee is a manufacturer and seller of aluminum smart hi - tech luggage, and desires to use the licensed marks, as specifically defined in paragraph 1. 1 below, in connection with the manufacture, sale, and distribution of the licensed products, as specifically defined in paragraph 1. 6 below, subject to the terms and conditions provided herein ; and whereas, in addition to agreeing to licensee ’ s use of the licensed marks, licensor wishes to cooperate with licensee in order to develop, promote, and expand recognition of the licensed marks image for the mutual benefit of licensor, licensee, and licensee ’ s customers ; whereas, licensee agrees | 622 |
license-agreements | exhibit 10. 35 confidential amendment to license agreement dialysate triferic® this amendment to license agreement ( the “ amendment ” ) is executed as of october 7, 2018 ( “ effective date ” ) by and between charak, llc, whose legal address is 2505 seascape drive, las vegas, nevada 89128, dr. ajay gupta, an individual, having a principle residence at 2505 seascape drive, las vegas, nevada 89128 ( hereafter “ dr. gupta ” ) ( dr. gupta and charak, llc are collectively herein “ charak ” ), and rockwell medical, inc., having a principal place of business at 30142 wixom road, wixom, michigan 48393 ( “ rm ” or “ rockwell ” ). charak and rockwell are each a “ party ” and collectively the “ parties. ” background whereas, dr. gupta, charak llp and rockwell medical technologies, inc. ( rmti ) are parties to a license agrement executed january 9, 2002 ( “ the 2002 agreement ”, exhibit a, hereto ) relating to triferic® soluble ferric pyrophosphate ; whereas, rockwell has assumed the rights and obligations of the 2002 agreement from rmti ; whereas, through this amendment, the parties desire to clarify and further establish their respective rights and obligations under the 2002 agreement, as well as to license certain additional intellectual property rights to rockwell ; as follows : amendment to adopt new definitions the 2002 agreement is hereby amended to adopt the following new definitions. to the extent any of the the following conflict with the terms of the 2002 agreement, the following will control : d. 1 “ net sales ” means the gross invoice price charged, and the value of non - cash consideration owed, to rockwell or a sublicensee for any sales of licensed products, less the sum, if not previously deducted and in accordance with united states generally accepted accounting principles ( gaap ), of the following reasonable, actual and customary deductions where applicable : ( i ) cash, trade or quantity discounts ; ( ii ) sales, use, customs, tariff, import / export duties, value - added taxes assessed, government charges or fees, or other excise taxes when included in gross sales but excluding all income taxes ; ( iii ) packaging, shipping, freight, insurance, and transportation charges including distribution costs paid to distributors and third parties, | 623 |
license-agreements | exhibit 10. 1 [ * * * ] indicates confidential material that has been omitted pursuant to a confidential treatment request filed with the securities and exchange commission. a complete copy of this agreement has been separately filed with the securities and exchange commission. [ * * * ] indicates confidential material that has been omitted pursuant to a confidential treatment request filed with the securities and exchange commission. a complete copy of this agreement has been separately filed with the securities and exchange commission. rocky mountain chocolate factory, inc. master license agreement マスターライセンス for japan country : japan master licensee : rmcf asia, ltd. office : rmcf japan co., ltd. rocky mountain chocolate factory, inc. master license agreement table of contents page 1. purpose 1 1 2. grant of license 1 2. grant of license 1 2. 1. grant 1 2. 1. grant 1 2. 1. 2. 1. 1 2. 2. franchise agreements 2 2. 2. franchise agreements 2 2. 2. 2. 2. 2 3. fees paid to licensor 2 3. fees paid to licensor 2 3. fees paid to licensor 2 3. 1. license fee 2 3. 1. license fee 2 3. 1. 3. 1. 2 3. 2. no refundability 2 3. 2. no refundability 2 3. 2. 3. 2. 2 3. 3. continuing fees 3 3. 3. continuing fees 3 3. 3. 3. 3. 3 3. 4. gross retail sales defined 3 3. 4. gross retail sales defined 3 3. 4. 3. 4. 3 3. 5. levies and taxes 3 3. 5. levies and taxes 3 3. 5. 3. 5. 3 3. 6. manner of payment 3 3. 6. manner of payment 3 3. 6. 3. 6. 3 4. licensor ’ s obligations 4 4. licensor ’ s obligations 4 4. licensor ’ s obligations 4 4. 1. licensor ’ s duties 4 4. 1. licensor ’ s duties 4 4. 1. 4. 1. 4 4. 2. sale of products 5 4. 2. sale of products 5 4. 2. 4. 2. 5 5. master licensee ’ s covenants 5 5. master licensee ’ s covenants 5 5. master | 624 |
license-agreements | " facility " has the meaning specified in the preamble to this user license. " license fee " means the license fee that perdue is required to pay cti as specified in section 10 if perdue elects to continue to use the nano reactors™ and the technology under section 5 ( b ). " nano neutralization™ " means a proprietary application or process of the cti system owned and developed by cti that may be deployed and used in the caustic refining of natural plant ( vegetable ) oils to convert non - hydratable phospholipids in crude vegetable oil streams to hydratable phospholipids through the use of the technology. ( b ) perdue agrees that it will not ( 1 ) use the nano reactors™ or the technology ( i ) in any manner inconsistent with the user rights granted in this user license, or ( ii ) for any purpose or in any context other than in conducting operations at the facility for the purpose ( s ) specified herein ; ( 2 ) disclose, make available or distribute the technology, or any aspect or part thereof, to any third person, whether by sale, assignment, sublicense or otherwise, or allow any third person access to the technology, in each case except as expressly provided herein ; ( 3 ) modify, alter, reverse engineer, disassemble, duplicate, reproduce or copy the nano reactors™ or the technology, or affix to or install any accessory, equipment or device on the reactors for any purpose other than as specified in this user license ; or ( 4 ) copy, adapt, reverse engineer, disassemble or modify the technology, in whole or in part, or use it in any way to create any derivative works or to copy or reproduce the documentation. ( c ) perdue further agrees that neither it nor its representatives will modify, alter or tamper with or remove the wire security seal affixed to the nano reactors™. tampering with or removing the wire security seal on the reactors will void cti's warranties hereunder. 4. ownership ; no ip rights granted. perdue acknowledges and agrees that ( a ) the nano reactors™ and the technology are proprietary to cti, and ( b ) except as expressly provided in this user license, all patent, copyright, trade secret and other intellectual property rights in the reactors and the technology, of whatever nature and in all languages, formats and media throughout the world | 625 |
license-agreements | exhibit 10. 62 july 12, 2017 histogen, inc. 10655 sorrento valley road san diego, ca 92121 attention : steven chang, chairman re : agreements between histogen, inc. ( “ histogen ” ) and suneva medical, inc. ( “ suneva ” ) referred to below. dear mr. chang : we are writing to you with reference to the following agreements between histogen and suneva : • amended and restated license agreement, between histogen and suneva, dated december 16, 2013, ( the “ license agreement ” ) : and • amended and restated supply agreement, between histogen and suneva, dated december 16, 2013, ( the “ supply agreement ” ). as you are aware, suneva and allergan sales, llc ( “ allergan ” ) propose to enter into an agreement to sell suneva ’ s regenica product line to allergan ( the “ transaction ” ). completion of the transaction is currently anticipated to take place as early as mid - july 2017. as we work towards completion of the transaction, we request that you acknowledge your receipt of this notice of the transaction and your consent to the assignment of the license agreement and supply agreement ( collectively, the “ agreements ” ) to the allergan ( the “ assignment ” ). while consent is not required for assignment of the agreement for the sale, storage and release of master and working cells from histogen and suneva, dated august 4, 2015 ( “ cell bank agreement ” ), for completeness, please be informed that the cell bank agreement will be assigned to allergan contemporaneously with the assignment. by signature hereto, allergan hereby accepts the assignment of all of suneva ’ s rights and obligations under the agreements and the cell bank agreement ( in each case as modified pursuant hereto ) from and after the closing of the transaction and acknowledges and agrees to the other provisions hereof. allergan looks forward to taking over the regenica product line and the relationship with histogen. as allergan prepares for the next stage of the relationship, we have identified the following aspects of the agreements that would benefit from clarification, modification or addition ( e. g., the right for allergan to manufacture ccm ), to which we understand you are in agreement. please see exhibit a for a blackline showing the | 626 |
license-agreements | exhibit 10. 1 execution copy confidential confidential materials omitted and filed separately with the securities and exchange commission. double asterisks denote omissions. exclusive license agreement with know - how agreement no : a18025 by and among the university of florida research foundation, incorporated, and the trustees of the university of pennsylvania, acting as a single party ( the “ licensors ” ) and ophthotech corporation ( the “ licensee ” ) dated : june 6, 2018 exhibit 10. 1 execution copy confidential table of contents section 1definitions2section 2grant6section 3diligence obligations9section 4payments10section 5representations and disclaimers of licensors and licensee. 15section 6record keeping ; accounting17section 7patent prosecution18section 8infringement and invalidity19section 9term and termination21section 10assignability24section 11dispute resolution24section 12indemnification ; liability ; insurance25section 13use of names27section 14miscellaneous27section 15notices29section 16united states government interests ; foundation fighting blindness rights30section 17confidentiality31section 18university rules and regulations32section 19contract formation and authority32appendix a – patent rights and know - how34appendix b - development plan35appendix c - development report36appendix d - ufrf royalty report38appendix e – milestones39appendix f – subsequently added intellectual property40appendix g – certain obligations under [ * * ] policy41 section 1definitions2section 2grant6section 3diligence obligations9section 4payments10section 5representations and disclaimers of licensors and licensee. 15section 6record keeping ; accounting17section 7patent prosecution18section 8infringement and invalidity19section 9term and termination21section 10assignability24section 11dispute resolution24section 12indemnification ; liability ; insurance25section 13use of names27section 14miscellaneous27section 15notices29section 16united states government interests ; foundation fighting blindness rights30section 17confidentiality31section 18university rules and regulations32section 19contract formation and authority32appendix a – patent rights and know - how34app | 627 |
license-agreements | exhibit 10. 12 amended and restated healthplanet technology license agreement between upmc and evolent health, inc. effective from june 27, 2013 table of contents 1. definitions 2 1. 1 active sales process 2 1. 2 affiliate 2 1. 3 approved entity 2 1. 4 change of control 2 1. 5 confidential information 2 1. 6 continuity clients 3 1. 7 continuity ip 3 1. 8 control 3 1. 9 disclosing party 3 1. 10 evolent clients 3 1. 11 evolent improvements 3 1. 12 evolent top prospects 3 1. 13 evolent top prospect list 4 1. 14 expanded entities 4 1. 15 expanded field of use 4 1. 16 expanded territory 4 1. 17 field of use 4 1. 18 healthplanet technology 4 1. 19 improvements 4 1. 20 intellectual property or ip 4 1. 21 intellectual property rights 4 1. 22 licensed ip 5 1. 23 loss 5 1. 24 permitted users 5 1. 25 person 5 1. 26 pre - existing ip 5 1. 27 receiving party 6 1. 28 restricted companies 6 1. definitions 2 definitions 1. 1 active sales process 2 1. 1 active sales process 1. 2 affiliate 2 1. 2 affiliate 1. 3 approved entity 2 1. 3 approved entity 1. 4 change of control 2 1. 4 change of control 1. 5 confidential information 2 1. 5 confidential information 1. 6 continuity clients 3 1. 6 continuity clients 1. 7 continuity ip 3 1. 7 continuity ip 1. 8 control 3 1. 8 control 1. 9 disclosing party 3 1. 9 disclosing party 1. 10 evolent clients 3 1. 10 evolent clients 1. 11 evolent improvements 3 1. 11 evolent improvements 1. 12 evolent top prospects 3 1. 12 evolent top prospects 1. 13 evolent top prospect list 4 1. 13 evolent top prospect list 1. 14 expanded entities 4 1. 14 expanded entities 1. 15 expanded field of use 4 1. 15 expanded field of use 1. 16 expanded territory 4 1. 16 expanded territory 1. 17 field of use 4 1. 17 field of use 1. 18 healthplanet technology 4 1. 18 healthplanet technology 1. 19 improvements 4 1. 19 improvements 1. 20 intellectual property or ip 4 1. 20 intellectual property or ip 1. 21 intellectual property rights 4 1. | 628 |
license-agreements | exhibit 10. 2 license agreement this license agreement ( this “ agreement ” ) is made and is effective as of june 8, 2004, ( the “ effective date ” ) between synthrx, inc. a delaware corporation ( “ synthrx ” ) and cytrx corporation, a delaware corporation ( “ cytrx ” ) with reference to the following facts : a. cytrx has developed cytrx know - how ( as hereinafter defined ) and has cytrx patent rights ( as hereinafter defined ) in the fields of : ( i ) the composition and use of surface - active copolymers exemplified by poloxamer 188 to treat ischemic or damaged tissue, myocardial damage, stroke, pathological hydrophobic interactions in biological fluids, tissue damaged by reperfusion injury, sickle cell disease, cancer and in performing angioplasty procedures ( with the cytrx know - how and cytrx patent rights in this field referred to collectively as the “ flocor intellectual property ” ) ; ( ii ) the composition and use of surface active copolymers ( exemplified by poloxamers, reverse poloxamers and diether, diester or diamide fatty acid conjugates of poloxyethylene ) to treat infections caused by microorganisms, including bacteria, fungi, and viruses and to treat tumors ( with the cytrx know - how and cytrx patent rights in this field referred to collectively as the “ anti - infectives intellectual property ” ) ; and ( iii ) conventional vaccine adjuvants exemplified by poloxamer p1005 ( with the cytrx know - how and cytrx patent rights in this field referred to collectively as the “ optivax intellectual property ” ). b. cytrx has exclusively licensed to merck & co. ( “ merck ), ivy animal health, inc. ( “ ivy animal health ” ), titermax usa, inc. ( “ titermax ” ) and vical inc. ( “ vical ” ) and has granted an option to acquire an exclusive license to progenies pharmaceuticals, inc. ( “ progenies ” ), cytrx know - how and cytrx patent rights in certain fields under agreements collectively referred to as the cytrx licenses, copies of which are attached hereto as schedule a. c. dr. robert l. | 629 |
license-agreements | exhibit 10. 1 first amendment to license agreement between novartis pharma ag and allarity therapeutics europe aps ( formerly known as oncology venture aps ) effective as of march 30, 2022 first amendment to license agreement this first amendment to license agreement ( the “ amendment ” ) is made as of the 30th day of march, 2022 ( “ effective date ” ), by and between novartis pharma ag, a company organized under the laws of switzerland and located at lichtstrasse 35, 4056 basel, switzerland ( “ novartis ” ), and allarity therapeutics europe aps ( formerly known as oncology venture aps ), a company organized under the laws of denmark, with headquarters at venlighedsvej 1, dk - 2970 hoersholm, denmark ( “ ov ” ). novartis and ov are each referred to individually as a “ license party ” and together as the “ license parties. ” all definitions that are not defined in this amendment shall have the meaning in the license agreement that is being amended by this amendment. recitals whereas, the license parties previously entered into that certain license agreement, dated april 6, 2018, relating to the compound ( tk1258 a. d. a dovitinib ) ; whereas, pursuant the license agreement, ov caused its subsidiary, ov - spv2 aps, a company organized under the laws of denmark now known as allarity therapeutics denmark aps ( “ ov - spv2 ” ), to issue that certain convertible promissory note, attached as exhibit a to the license agreement ( the “ note ” ) ; whereas, in connection with its first annual audit as a nasdaq listed company, it was discovered that under applicable new york law, section 11. 7 of the license agreement would operate to prevent novartis from enforcing the note as a legal obligation of ov - spv2 in the courts of new york from the date of its original issue because ov - spv2 is an “ affiliate ” of ov and the note was not excluded from the liability limitation provisions of section 11. 7 ; and whereas, with the passage of time during which the note was not accounted for as a legal obligation of ov - spv2 under u. s. generally accepted accounting principles and to rectify the situation, the parties now desire to amend section 11 | 630 |
license-agreements | a. genentech and licensee are parties to a patent litigation now pending in the united states district court, southern district of new york, captioned regeneron pharmaceuticals, inc. vs. genentech, inc. ( civil action no. 11 - cv - 01156 - vb ) ( the “ pending u. s. litigation ” ) ; b. in general, genentech claims in the pending u. s. litigation that certain of licensee ’ s activities with respect to the biopharmaceutical product known as aflibercept infringe and / or will infringe certain united states patents owned by genentech, and licensee claims that none of its activities with respect to aflibercept infringe any valid claim of such patents ; and c. genentech and licensee now are willing to settle some of the matters in dispute in the pending u. s. litigation, by means of genentech ’ s granting to licensee certain non - exclusive patent licenses desired by licensee, and licensee ’ s paying to genentech certain monetary consideration for the grant of such rights, all on the specific terms and conditions set forth herein. ( i ) credits or allowances granted for billing errors or for damaged, outdated, returned, rejected or recalled licensed product ; ( ii ) uncollectible amounts on previously sold licensed product and retroactive price reductions ; ( iii ) reasonable trade, cash and quantity discounts or rebates ; ( iv ) taxes, duties and any other governmental charges or levies imposed upon or measured by the manufacture, use, or sale of a licensed product, as adjusted by any rebates or refunds ; ( v ) chargebacks and rebates, including those granted to managed health care organizations, wholesalers, buying groups, retailers or to federal, state, local and other governments, their agencies and purchasers and reimbursers ; ( vi ) freight, insurance, data, distribution - related fees, and other charges or fees directly related to the handling or distribution of licensed product or services provided in connection with the handling or distribution of licensed product ( to the extent not paid by a third party customer ), subject, however, to the limitation that only fifty percent ( 50 % ) of any charges and fees associated with any credit card transactions may be included in the deductions ; and ( vii ) nursing fees, and inventory management fees, | 631 |
license-agreements | 1. 3. “ confidential information ” shall have the meaning ascribed to it in section 6. 1 below. 4. 1. license to merix technology and merix patents. 4. 3 third party licenses. 4. 4 patent prosecution and maintenance.. 7. 1. indemnity obligations. 8. 2. termination. this agreement may be terminated in the following circumstances : if to merix : merix bioscience, inc. 4233 technology drive durham, nc 27704 with a copy to hutchison & mason pllc 3110 edwards mill road, suite 100 raleigh, nc 27612 attention : william n. wofford facsimile : 919 # # # - # # # - # # # # 1. issuance of shares. 2. closing ; delivery. 3. restrictions on resale of shares. 4. registration rights 5. indemnification. 6. representations and acknowledgement of geron. 7. representations and acknowledgments of merix. | 632 |
license-agreements | second amendment to technology license & distribution agreement from windaus energy, inc. in favor of native american energy group dated february 17, 2007 this second amendment to the technology license & distribution agreement is entered into as of april 25, 2012 between windaus energy, inc. ( “ sub - licensor ” ) and windaus global energy, inc. ( “ patent owner ” ), two corporations organized under the laws of ontario, canada and both located at 205 oakhill drive, brantford, ontario n3t 5l7, canada and native american energy group, inc., a delaware corporation located at 108 - 18 queens blvd., suite 901, forest hills, ny 11375, ( “ naeg ” or " licensee ” ). recitals whereas, naeg and sub - licensor entered a technology license & distribution agreement from sub - licensor in favor of licensee dated feb 17, 2007, hereinafter referred to as the “ tlda ”, and whereas, the tlda provided for license & distribution rights only for all lands within the state of new york and u. s. indian lands and reservations with boundaries established by treaty, statute, and / or executive or court order, and recognized by the u. s. federal government as territory in which american indian tribes and u. s. federally recognized tribes have jurisdiction which include rancherias, pueblos, indian colonies, alaska native villages and owned by alaska native corporations, all of which were listed on exhibit a to the tlda ( “ u. s. indian lands ” ) ; whereas, sub - licensor and licensee amended the tlda by executing an amendment to the tlda on march 8, 2010 whereby the licensee ’ s territory and license fees were modified as follows : territory was increased to cover the entire united states with exclusive manufacturing rights throughout the territory in exchange for two million ( 2, 000, 000 ) shares of naeg ’ s common stock and a cash commitment of $ 500, 000 ; ( “ first amendment ” ) ; whereas, patent owner is the exclusive distributor of the entire right, title, and interest in and to u. s. and foreign patents and patent applications involving the technology embodied the united states patent application number 11 / 199 / 172 and international patent application number pct / ca / 2005 / 001237 ; whereas, patent owner was formerly known as “ 1592834 ontario inc. ” and is referred to | 633 |
license-agreements | exhibit 10. 4 february 14, 2018 by email medinet co., ltd. shin - yokohama square bldg. 14f, 2 - 3 - 12 shin - yokohama, kohoku - ku, yokohama, kanagawa, 222 - 0033 japan medcell co., ltd. 2 - 8 tamagawa - dai setagaya - ku tokyo, 158 - 0096 japan re : novated, amended and restated license agreement gentlemen : i am writing on behalf of argos therapeutics, inc. ( “ argos ” ) with respect to the novated, amended and restated license agreement dated as of october 1, 2014, as amended ( the “ license agreement ” ), by and among argos, medinet co., ltd. ( “ medinet ” ), and medcell co., ltd. ( “ medcell ” and together with medinet, the “ medinet parties ” ). as you know, argos has the right under section 5. 1 of the license agreement to terminate the cmo license ( as defined in the license agreement ) granted to the medinet parties. however, the parties are currently in discussions regarding potential amendments to the license agreement., including with respect to the licenses granted and potential licenses to be granted to the medinet parties under the license agreement. it is in consideration of these discussions, and for other good and valuable consideration, that argos, intending to be legally bound, hereby irrevocably agrees that from and after the date of this letter, argos shall have no further right to exercise its revocation right under section 5. 1 of the license agreement, and the revocation right shall be of no further force and effect. in all other respects, the license agreement shall remain in full force and effect. we look forward to our continued discussions. very truly yours, / s / jeff abbey jeff abbey president and ceo very truly yours, very truly yours, / s / jeff abbey jeff abbey president and ceo 1 | 634 |
license-agreements | strictly confidential execution copy confidential treatment requested by codexis, inc. global development, option and license agreement between nestec ltd. and codexis, inc. [ * * * ] certain information in this document has been omitted and filed separately with the securities and exchange commission. confidential treatment has been requested with respect to the omitted portions. confidential treatment requested by codexis, inc. table of contents pagearticle 1 definitions11. 1definitions1article 2 option ; license and right of first negotiation152. 1option152. 2license terms162. 3right of first negotiation172. 4exclusivity192. 5development information for rofn compounds and iem enzymes20article 3 governance provisions203. 1formation and composition of the joint steering committee203. 2role of jsc203. 3meetings of jsc213. 4decision - making223. 5authority ; duration223. 6jsc subcommittees223. 7patent committee22article 4 development and regulatory matters234. 1commitment to development234. 2development plan234. 3development assistance after option exercise. 244. 4development reports244. 5development records254. 6development costs254. 7regulatory matters254. 8compliance254. 9compound - related contracts264. 1debarred persons264. 11subcontracting26article 5 transition after option exercise265. 1technology transfer265. 2transfer of development activities275. 3transfer of regulatory filings275. 4assignment of contracts275. 5transfer of records275. 6transfer of initial compound285. 7completion of transition to nhsc28 pagearticle 1 definitions11. 1definitions1article 2 option ; license and right of first negotiation152. 1option152. 2license terms162. 3right of first negotiation172. 4exclusivity192. 5development information for rofn compounds and iem enzymes20article 3 governance provisions203. 1formation and composition of the joint steering committee203. 2role of jsc203 | 635 |
license-agreements | exhibit 10. 9 february 7, 2000 dr. peter law cell transplants international, llc 2015 miller farms road germantown, tn 38138 ref : license agreement dear dr. law, this letter serves as a full license agreement covering all patents and patents pending and also future developments related to heart muscle function improvement and angiogenesis. please sign and return this today by fax so we may proceed to send you the initial license fee payment of $ 500, 000, as discussed. 1. we seek to license all patents related to myogenic cell transplantation and controlled cell fusion as may be necessary to develop a commercially viable product within the field of “ heart muscle repair and angiogenesis ”. 2. cti / ctal will grant bioheart, inc. a non - exclusive license for all patents related to heart muscle regeneration and angiogenesis for the life of the patents. sublicensing of these patents by bioheart, inc. is not allowed. 3. bioheart agrees to provide $ 500, 000 in research funding to cti / ctal within 90 days of the signing of this letter of intent to further research mutual interest. 4. bioheart will provide immediately to cti / ctal or dr. peter law 600, 000 shares of bioheart common stock at $ 1. 80 per share as part of the license fee payment. 5. bioheart will provide cti / ctal or dr. peter law, in 30 days, option to acquire another 600, 000 shares of bioheart common stock at $ 1. 80 per share. 6. bioheart, inc. will pay a royalty of 5 % of gross sales of products and services that directly read upon the claims of the patents. 7. bioheart, inc. will provide agreement which states that dilution of shares of cti / ctal or dr. peter law will at all times be equal to dilution of mr. howard leonhardt and the family and friends of mr. leonhardt. 8. dr. peter law will be elected to the board of directors of bioheart, inc. exhibit 10. 9 february 7, 2000 dr. peter law cell transplants international, llc 2015 miller farms road germantown, tn 38138 ref : license agreement dear dr. law, this letter serves as a full license agreement covering all patents and patents pending and also future developments related to heart muscle function improvement and angiogenesis. please sign and return this today by fax so we may | 636 |
license-agreements | exhibit 10. 2 patent exclusive license and assignment agreement this patent exclusive license and assignment agreement ( this “ agreement ” ) is made as of april _ _ _ _, 2022 ( the “ effective date ” ), by and between xeriant, inc., a nevada corporation ( “ xeriant ” ) with its principal executive office at innovation center # 1, 3998 fau boulevard, suite 309, boca raton, florida 33431, registered in the office of the state of nevada secretary of state, entity number e0649622009 - 0 ; and movychem, s. r. o, a slovakian limited liability company ( “ movychem ” or “ assignor ” ) with its registered office at svabska 1433 / 2, 951 31 mocenok, the slovak republic, identification no. 46515224 registered in the commercial register maintained by the no. 28814 / t district court trnava ; ( hereinafter referred to collectively as the “ parties ” and individually as a “ party ” ). recitals whereas, movychem has developed and invented and owns or holds several granted patents and pending patent applications pertaining to its retacell technology, with retacell technology being defined to mean thermal and / or fire protection chemical agents ; whereas, the parties contemporaneously with this agreement are signing a joint venture agreement for establishing and entering into a joint venture to initially exclusively license and then to hold the current and future retacell technology and retacell technology related worldwide patents, patent applications, copyrights and trade secrets ( collectively “ movychem patents ” ) currently owned by movycehm or developed / invented / created after the effective date by movychem and to issue licenses and sublicenses therefore ; whereas as part of the joint venture, after payment by xeriant to assignor in the amount of $ 2, 000, 000 under the terms specified in the joint venture agreement, assignor has agreed that that terms of this agreement will automatically and immediately cause, without any further action required by assignor, the irrevocable transfer and assignment by assignor to the joint venture entity ebenberg, llc ( “ ebenberg ” or assignee ” ) ( a state of florida, limited liability company ) of all of its rights, title and interest, on a worldwide basis in and to | 637 |
license-agreements | exhibit 10. 1. 3 license agreement amendment medical college of georgia research institutenewlink geneticsby / s / betty aldridgename : betty aldridgetitle : executive directordate : 2 / 13 / 07by : / s / nicholas n. vahanianname : nicholas n. vahaniantitle : chief medical and operations officedate : 2 / 6 / 07 medical college of georgia research institute newlink genetics by / s / betty aldridgename : betty aldridgetitle : executive directordate : 2 / 13 / 07 by : / s / nicholas n. vahanianname : nicholas n. vahaniantitle : chief medical and operations officedate : 2 / 6 / 07 | 638 |
license-agreements | “ licensed know - how ” means any unpatentable or unpatented developments, proprietary knowledge, ideas, specifications, prototypes, drawings, know - how, formulas, information, data, methods, processes, tools, designs, testing programs, expertise, concepts or techniques, and similar knowledge not known by licensee prior to licensor disclosing such knowledge to licensee, solely to the extent that they are ( a ) pertinent to the licensed patents, ( b ) not subject to the exclusive rights of any third parties or research sponsor restrictions, ( c ) ( i ) in existence, and known to the inventor or members of his laboratory ( ies ), as of the effective date or ( ii ) generated by or on behalf licensor ( solely or jointly with others ) during the term through the exercise of licensor ’ s retained rights under section 2. 4. 1, including non - clinical and clinical data ( including clinical data generated in connection with the phase i clinical trial for tnbc ), and ( d ) applicable primarily within the fields, further described in appendix a. milestone sublicense rate * * * * * * * * * * * * * * * * * * * * * * * * year mar * * * * * * * * * * * * * * * * * * * * * * * * amount milestone activity * * * * * * * * * * * * * * * * * * amount milestone activity * * * * * * * * * * * * * * * * * * milestone milestone date * * * * * * * * * * * * * * * * * * * * * * * * milestone milestone date * * * * * * * * * * * * * * * * * * * * * * * * licensee / sublicensee : agreement effective date : period reported : product name or catalog number description activity type ( external sales / internal sales ) country sold to : number of units sold total quarterly gross sales less allowable deductions net sales royalty rate other income ( including sublicensing revenue ) total due ( us, canada, japan, etc. ) ( note ccf sales ) total : total : $ - total royalties due $ - prior quarterly payments : $ - minimum annual $ - $ - cumulative net sales : licensee / sublicensee : agreement effective date : period reported : | 639 |
license-agreements | grand total local market report : | 640 |
license-agreements | exhibit 10. 6 [ indonesia national emblem ] minister of energy and mineral resources of the republic of indonesia decree of the minister of energy and mineral resources of the republic of indonesia number 2053 k / 30 / mem / 2018 regarding production operation special mining business license pt freeport indonesia by the grace of god almighty the minister of energy and mineral resources of the republic of indonesia considering : a. whereas pt freeport indonesia has been granted a special mining business license for production operation pursuant to the decree of the minister of energy and mineral resources number 431 k / 30 / mem / 2017 dated 10 february 2017 regarding special mining business license for production operation to pt freeport indonesia as amended several times lastly by the decree of the minister of energy and mineral resources number 2022 k / 30 / mem / 2018 dated 30 november 2018 regarding ninth amendment to the decree of the minister of energy and mineral resources number 431 k / 30 / mem / 2017 dated 10 february 2017 regarding special mining business license for production operation to pt freeport indonesia ; b. whereas based on completion of adjustment of implementation of the special mining business license for production operation as well as to provide legal certainty and business certainty for operation continuation, it is needed to determine again the special mining business license for production operation to pt freeport indonesia ; c. whereas pt freeport indonesia has fulfilled the requirements and shown good operational performance to obtain the special mining business license for production operation as meant in letter b ; exhibit 10. 6 [ indonesia national emblem ] minister of energy and mineral resources of the republic of indonesia decree of the minister of energy and mineral resources of the republic of indonesia number 2053 k / 30 / mem / 2018 regarding production operation special mining business license pt freeport indonesia by the grace of god almighty the minister of energy and mineral resources of the republic of indonesia considering : a. whereas pt freeport indonesia has been granted a special mining business license for production operation pursuant to the decree of the minister of energy and mineral resources number 431 k / 30 / mem / 2017 dated 10 february 2017 regarding special mining business license for production operation to pt freeport indonesia as amended several times lastly by the decree of the minister of energy and mineral resources number 2022 k / 30 / mem / 2018 dated 30 november 2018 regarding ninth amendment to the decree of the minister of energy and mineral resources number 431 k / 30 / mem / 2017 dated 10 february 2017 regarding special mining business license for production operation to pt free | 641 |
license-agreements | exhibit 10. 1 u. s. small business administration office of investment & innovation 409 third street, sw, suite 6300 washington, d. c. 20416 commitment letter license no. 05 / 05 - 5134 sep 2 - 2014 mr. dean pickerell medallion capital inc. 3000 w. county road 42, suite 301 burnsville, mn 55337 dear mr. pickerell : the small business administration ( “ sba ” ) is hereby committing to reserve leverage ( as defined in title 13 of the code of federal regulations ( “ 13 cfr ” ) 107. 50 ) in the form of guaranteed debentures in an amount equal to $ 10, 000, 000. 00, to be issued by medallion capital, inc. ( the “ company ” ) on or prior to september 30, 2018, subject to the terms and conditions set forth in this commitment letter and in 13 cfr 107. 1200 - 1240. as used herein, terms which are defined in 13 cfr part 107 shall have the meanings assigned to them therein. sba may limit the amounts that may be drawn each year under this commitment letter. each issuance of leverage under this commitment letter is conditioned upon the company ’ s creditworthiness ( as determined by sba ) and the company ’ s full compliance ( as determined by sba ) with each of the other terms and conditions set forth in 13 cfr 107. 1200 - 1240. this commitment letter shall terminate automatically at 5 : 00 p. m. eastern time on september 30, 2018. you must pay to sba a non - refundable leverage fee in the amount of $ 100, 000. 00 within thirty days of the date of this letter or prior to your first draw against this commitment, whichever occurs earlier. the remaining portion of the leverage fee, in the amount of $ 200, 000. 00, will be deducted pro - rata as commitment proceeds are drawn. by its acceptance of this commitment letter, the company agrees to pay, indemnify and hold sba harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of this commitment letter. this commitment letter is subject to the provisions of part 107 of title 13 of the code of federal regulations, including without limitation 13 cfr 107. 1200 | 642 |
license-agreements | exhibit 10. 68 addendum to license and supply agreement this agreement is made and effective this 20th day of february, 2009, by and between amarillo biosciences, inc., a texas corporation with its principal place of business at 4134 business park drive, amarillo, texas 79110 ( hereinafter “ amar ” ), and cytobiotech, inc. with its principal place of business at 6f., no. 6, sec. 1, jhongshing rd., wugu shiang, taipei county 24872, taiwan ( hereinafter “ cytob ” ). recitals amar and cytob are parties a license and supply agreement dated february 6, 2009 with view of amar ’ s and cytob ’ s cooperation and collaboration in the development and commercialization of oral applications of interferon in humans and animals. therefolre, amar and cytob agree as follows : the licenses fee and stock purchased by cytob in the license and supply agreement dated february 6, 2009 shall be assigned to the countries in the territory by human population in the world almanac 2009 ( world almanac books, reader ’ s digest association, 1 reader ’ s digest road, pleasantville, ny 10570 - 7000 ) such that seventy - two percent ( 72 % ) of the value of the license fee and stock purchase is attributed to china and taiwan and one and thirty - five hundredths percent ( 1. 35 % ) is attributed to malaysia. this calculation is made for the purpose of sending notices of “ first right of refusal ” to cytopharm and bumimedic, respectively. in witness whereof, the parties hereto have caused this agreement to be duly executed by their respective authorized officers as of the effective date. amarillo biosciences, inc. by : / s / joseph m. cummins joseph m. cummins, president and chief executive officer cytobiotech, inc. by : / s / jason c. chang jason c. c chang, chief executive officer | 643 |
license-agreements | exhibit 10. 3 aradigm - grifols option terms for license, development and commercialization agreement for use of aerx inhaler with alpha - 1 antitrypsin background in connection with the license and collaboration agreement related to inhaled ciprofloxacin ( the “ ciprofloxacin license agreement ” ) and stock purchase agreement pursuant to which grifols will purchase an amount equivalent to 35 % of the outstanding common shares of aradigm ( the “ stock purchase agreement ” ) to be entered into by grifols and aradigm, grifols wishes to obtain, and aradigm wishes to grant to grifols, an exclusive option for the right to elect, in grifols ’ sole discretion, to enter into an agreement with aradigm under which grifols would be granted an exclusive, worldwide license to aradigm ’ s proprietary inhalation delivery platform consisting of aerx inhalation devices, aerx dosage forms and breath control technology ( including all underlying intellectual property, including related patents, technology, trademarks, know - how, and all improvements thereto ) ( the “ aerx inhaler platform ” ) for use with grifols ’ alpha - 1 antitrypsin ( “ a1at ” ) molecule ( such option, the “ option ” and such resulting license agreement, the “ a1at agreement ” ). the a1at agreement would be consistent with the terms outlined herein, and shall be supplemented with terms that are customary in license agreements similar in nature to the a1at agreement. option details option period duration : the option period ( during which time grifols may exercise the option ) shall begin at the execution of the ciprofloxacin license agreement and the closing of the transaction set forth in the stock purchase agreement and shall continue for a period of four ( 4 ) months ( the “ option period ” ). responsibilities during the option period : during the option period, aradigm employees will provide reasonable consultation and information about the aerx inhaler platform to grifols to enable grifols to decide whether it wishes to exercise the option. during the option period, grifols shall have reasonable access to ( a ) aradigm ’ s chief executive officer and other senior leadership for purposes of negotiating and finalizing the a1at agreement and ( b ) aradigm responses to any diligence and document requests relating to | 644 |
license-agreements | exhibit 10. 1 exclusive right to license agreement oncolin therapeutics, inc. of houston, texas would like to evaluate genistein analogs and the pharmaceutical research institute ( pri ) and dr. janusz obukowicz would like to have the same analogs evaluated and therefore agree to the following terms : 1. oncolin therapeutics will have an exclusive worldwide right to license patents and patent applications covering composition and / or use of genistein analogs for cancer treatment for a period of 9 months from receipt of compounds to be tested at $ 4, 000. 00 / patent. if the company requires additional time, oncolin would pay an additional $ 8, 000 / patent for a 6 month extension. 2. pri will supply 1 - 2 of its best compounds for evaluation initially providing 100 mg quantities for in vitro evaluation and gram quantities of 1 - 2 compounds for in vivo evaluation for a small fee not to exceed $ 5, 000. the results of these experiments will be provided to pri. 3. if oncolin desires to license these patents the terms would include : a ) milestones of $ 100, 000 successful completion of phase i / ii clinical trial $ 400, 000 successful completion of phase ii clinical trial $ 900, 000 nda approval b ) 2. 5 % royalty on sales of product c ) pri would have an exclusive commercial supply agreement to be the principal supplier ( minimum of 70 % ) of drug substance and full exclusivity for the european market provided pri has an approved gmp facility with the capacity required. 4. pri asserts that it has the rights to the patents and patent applications and the right to license said ip. for oncolin therapeutics, inc. for pri / s / donald picker / s / janusz obukowicz donald picker janusz obukowicz date april 1, 2008 date march 24, 2008 1 1 1 appendix 1 list of patents and patent applications pertaining to the exclusive right to license agreement between pri, warsaw and oncolin, houston, tx, usa. 1 ) isoflavones and their derivatives in the treatment of mucopolysaccharidoses ; wo 2007 / 035121 ( 29 march 2007 ; text available as pdf [ eng ] ) 2 ) new derivatives of genistein and pharmaceutical preparations containing them ; p - 346955 ( 2001 ; text available as pdf [ engl translation ] ) 3 ) regios | 645 |
license-agreements | exhibit 10. 1 research and license agreement made in jerusalem this 25th day of june 2015 ( the " effective date " ), by and between : yissum research development company of the hebrew university of jerusalem, ltd., of hi tech park, edmond j. safra campus, givat ram, jerusalem 91390, israel ( “ yissum ” ) of the one part ; and immune pharmaceuticals ltd., of 8 shaul hamelech blvd., amot mishpat building, suite 294, tel aviv, 64732 ; ( the “ company " ), of the second part ; ( yissum and the company, collectively, may be referred to as the " parties " ). whereas : the rights and title to all inventions and research results of scientists of the university ( as defined below ) vest solely with yissum ; and whereas : the rights and title to all inventions and research results of scientists of the university ( as defined below ) vest solely with yissum ; and whereas : the rights and title to all inventions and research results of scientists of the university ( as defined below ) vest solely with yissum ; and whereas : the company has represented to yissum that the company's management is experienced in the development of products similar to those to be based on the inventions and research that are the subject of this agreement ; and that, either by itself or through third parties, it has the financial capacity and the strategic commitment to facilitate the development, production, marketing and distribution of products ; and whereas : the company has represented to yissum that the company's management is experienced in the development of products similar to those to be based on the inventions and research that are the subject of this agreement ; and that, either by itself or through third parties, it has the financial capacity and the strategic commitment to facilitate the development, production, marketing and distribution of products ; and whereas : the company has represented to yissum that the company's management is experienced in the development of products similar to those to be based on the inventions and research that are the subject of this agreement ; and that, either by itself or through third parties, it has the financial capacity and the strategic commitment to facilitate the development, production, marketing and distribution of products ; and whereas : the company wishes to obtain a license from yissum for the development and commercialization of certain inventions and research results of yissum ; and whereas : | 646 |
license-agreements | exhibit 10. 1 license and supply agreement contents 1. definitions 3 2. rights 5 2. 1 granting of rights / warranties 5 2. 2 negative covenants of licensee 6 2. 3 no duplication of registration dossiers 6 3. license fee and establishment fees 6 3. 1 license fee 6 3. 2 establishment and maintenance fee 7 3. 3 cost for medical commitments 7 4. regulatory compliance 7 4. 1 marketing authorization 7 4. 2 maintenance of marketing authorization 8 5. manufacture and quality assurance 8 5. 1 supply of finished product 8 5. 2 complaints and notifications 8 5. 3 settlement of complaints 8 5. 4 responsibility 9 6. product recall 9 7. purchase and delivery 9 7. 1 exclusive purchase 9 7. 2 forecast 10 7. 3 orders 10 7. 4 minimum order quantities 10 7. 5 first binding order 10 7. 6 order confirmation 10 7. 7 quantity bulk batch orders 10 7. 8 delivery time 10 7. 9 delivery conditions 11 7. 10 return of finished goods 11 7. 11 no tampering 11 8. prices and terms 11 8. 1 initial transfer price 11 8. 2 final product prices 11 8. 3 payment 12 8. 4 control of total gross sales price 12 8. 5 right of hameln to terminate the agreement 12 8. 6 control on base cost 12 9. market introduction and marketing of the product 13 9. 1 sales and marketing plan 13 9. 2 [ reserved ] 13 9. 3 launch of product 13 9. 4 marketing of the product 13 9. 5 promotion 14 9. 6 regular reporting 14 page 1 of 31 exhibit 10. 1 license and supply agreement contents 1. definitions 3 2. rights 5 2. 1 granting of rights / warranties 5 2. 2 negative covenants of licensee 6 2. 3 no duplication of registration dossiers 6 3. license fee and establishment fees 6 3. 1 license fee 6 3. 2 establishment and maintenance fee 7 3. 3 cost for medical commitments 7 4. regulatory compliance 7 4. 1 marketing authorization 7 4. 2 maintenance of marketing authorization 8 5. manufacture and quality assurance 8 5. 1 supply of finished product 8 5. 2 complaints and notifications 8 5. 3 settlement of complaints 8 5. 4 responsibility 9 6. product recall 9 7. purchase and delivery 9 7. 1 exclusive purchase 9 7. 2 forecast 10 7. 3 orders 10 7. 4 minimum order quantities 10 7. 5 first | 647 |
license-agreements | exhibit 10. 1 portions of the exhibit have been omitted from this exhibit 10. 1 since the information is both not material and is the type of information that the registrant customarily and actually treats as private and confidential. license agreement this license agreement ( the " agreement " ) is made at kolhapur on march 10, 2023 by and between nanoviricides, inc. a company incorporated under the laws of the state of nevada, and having its registered office at 1 controls drive, shelton, ct 06484 and its successors and assigns with offices ( hereinafter referred to as " nanoviricides " ) and m / s karveer meditech private limited ( cin - u24299pn2020ptc189325 ) a company incorporated under companies act, 2013 and having it registered office at plot no. 34, vijaya nagar, near shahu naka, ujalaiwadi, kolhapur, taluka - karveer, district - kolhapur, maharashtra, india 416004 and its successors and assigns ( hereinafter referred to as the " karveer " ) and all of whom are at times referred to as the " parties ". whereas, karveer is engaged in conducting research and development in the fields of pharmaceuticals and related activities, and has the necessary skill, experience, expertise, collaborations, and necessary facilities and infrastructure to provide the services contemplated under this agreement, and whereas, nanoviricides has researched and developed novel anti - viral drugs for the treatment of covid - 19, encompassing two clinical test drug candidates titled as nv - cov - 2 and nv - cov - 2 - r ( the " two clinical test drug candidates " ) for the treatment of covid - 19 patients, and whereas, karveer and nanoviricides have executed a master service agreement, dated september 15, 2021, wherein karveer has expressed an intent to license with an intent to sponsor these two clinical test drug candidates in india to perform the first - in - human phase i and phase ii human clinical trials in india for the purpose of evaluating the same for further development to potentially commercialize said drugs in india for the benefit of covid - 19 patients in the current pandemic, and whereas, karveer, as the drug sponsor in india, has received regulatory authorization from the new drug division | 648 |
license-agreements | exhibit 10. 45 [ * * * ] confidential portions of this document have been redacted and filed separately with the commission. first addendum to master services and license agreement between bridgepoint education and ecollege. com this addendum ( “ addendum ” ) to the master services and license agreement between bridgepoint education, inc. ( “ customer ” ) and ecollege. com ( “ ecollege ” ) for the delivery of online courses, dated september 29, 2009 ( the “ agreement ” ), is entered into effective as of the 9th day of november, 2009. whereas, customer and ecollege previously entered into the agreement ; whereas, the parties wish to amend the agreement as more specifically set forth below. now therefore, in consideration of the promises, mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties agree as follows : 1 ) eportfolio : ecollege ’ s portfolio product offering that can be used to store and manage student work, assess the collection of student work against stated learning outcomes using rubrics, and create a web - based presentation to demonstrate students ’ educational and career successes. additionally, this product provides internal communication tools to foster reflection and feedback between student and faculty users. each unique eportfolio account created for an authorized customer user shall be deemed to be an “ eportfolio user ”. storage space allocated to customer for usage of the eportfolio product shall be provided in accordance with ecollege ’ s then - current storage policies. 2 ) eportfolio implementation. customer hereby agrees to pay ecollege a one - time implementation fee of [ * * * ], ( [ * * * ] applied against customer ’ s service credit, with the balance of [ * * * ] due and payable upon [ * * * ] ), for two eportfolio structure implementations by ecollege ( additional eportfolio structure implementations, as may be needed to support customer ’ s students, must be purchased separately ). this implementation fee, for ecollege ’ s standard setup and implementation services for eportfolio, includes up to [ * * * ] hours of consulting and training ( travel and expenses not included ). this implementation fee does not include any work necessary to convert customer from an existing portfolio solution or to migrate existing portfolio students | 649 |
license-agreements | exhibit 10. 20 software license agreement ( “ agreement ” ) this agreement is made effective as of the 18th day of november 2005, by and between answerthink, inc., a fl corporation, with offices at 225 washington street, conshohocken, pa 19428, ( “ provider ”, ), and abiomed, inc., a ma corporation, with offices at 22 cherry hill drive, danvers, ma 01923 ( “ licensee ” ). 1. definitions. 1. 1 “ subsidiary ” means a corporation in the territory of which licensee owns more than fifty percent ( 50 % ) of the voting securities. this entity will be considered a subsidiary for only such time as such equity interest is maintained. for the purpose of this agreement, impella cardiosystems gmbh shall be considered a subsidiary but only for such time as licensee continues to own more than fifty percent ( 50 % ) of the voting securities.. in the event licensee acquires entities outside the territory ( owning more than 50 % of the voting securities of such entity ), licensee may request approval from provider, which approval shall not be unreasonably withheld, that any such entity be included as a subsidiary under this agreement, but only in the event such entity does not already have use rights or is then currently receiving maintenance services to any sap software under another agreement. if provider agrees,, to include such entity as a subsidiary under this agreement, the parties shall execute an amendment to this agreement including the entity as a subsidiary and such entity shall execute a subsidiary agreement. such entity shall be considered a subsidiary for only such time as licensee continues to own more than fifty percent ( 50 % ) of the voting securities. 1. 2 “ business partner ” means an entity that requires access to the software in connection with the operation of licensee ’ s business, such as customers, distributors and suppliers. 1. 4 “ documentation ” means sap ’ s documentation which is delivered to licensee under this agreement. 1. 4 “ modification ” means a change to the software that changes the delivered source code, or an enhancement to the software that is made using sap tools or utilizing or incorporating sap proprietary information. 1. 5 “ named users ” means any combination of users licensed under this agreement. 1. 6 “ proprietary information ” means : ( i ) with respect to sap and sap ag ( the licensor of the sap proprietary information to sap ), the | 650 |
license-agreements | 10. 24 the joint corp. regional developer agreement date of agreement date of agreement table of contents section page 1. grant of rights … … … … … … … … … … … … … … … … … … … … … … … … … … ….. …... 12. regional developer ’ s development obligation … … … … … … …................ 12. 1 minimum development obligations and development schedule … … …... … … …. 12. 2 regional developer sales office and opening … … … … … … … … … ….. … … ….. 43. territorial rights and limitations … … … … … … … … … … … … … ….. … ….. … … … … 43. 1 territorial rights … … … … … … … … … ….. … … … … … … …... … ….... … … … …... 43. 2 rights maintained by company … … … … … … … … … … … …... … … … … …......... 44. term and renewal … … … … … … … … … … … … … … … …...... … ….................. …... …. 54. 1 initial term and renewal … … … … … … … … … … … … … … … ….... … … … … …... 54. 2 conditions to renew … … … … … … … … … … … … … … … … … … … … … … … ….. 55. additional obligations of company and regional developer … … …... 65. 1 regional developer training … … … … … … … … … … … … … … … … … … … …. … 65. 2 regional developer manual … … … … … … … … … … … … … … … … … … …... … … 65. 3 general guidance and site assistance / review … … … … … … … … … … … …..... … 65. 4 franchise registration and disclosure … … … … … … … … … … … … … ….. … …... 75. 5 investigation and qualification of prospective | 651 |
license-agreements | exhibit 10. 2 licence agreement date parties name mayne pharma ventures pty ltd, an australian company acn 168 896 357 short form name mayne pharma notice details 1538 main north road, salisbury south, sa 5106 australia facsimile : + 61 3 9614 7022 attention : general counsel name inhibitor therapeutics, inc., formerly known as hedgepath pharmaceuticals, inc., a company incorporated in delaware, successor in interest by merger to commonwealth biotechnologies, inc, a virginia corporation short form name inti notice details 900 w. platt st. # 200, tampa, fl 33606, united states facsimile : + 1 # # # - # # # - # # # # attention : ceo background a mayne pharma and inti are parties to the third amended and restated supply and license agreement dated 17 december 2018 ( the 2018 agreement ). b mayne pharma and inti are parties to a certain stipulation and agreement of compromise, settlement and release dated as of september 9, 2022 pending approval by the court of chancery of the state of delaware ( the stipulation ), pursuant to which the 2018 agreement is to be voided as of the effective date ( defined ) except as provided in the stipulation, including with respect to the licence to mayne pharma of rights arising under certain inti patents ( defined ) and inti ’ s right to a 9 % cash royalty on future net sales, if any, of the product ( defined ) in the united states and mayne pharma ’ s right to set off any royalties due to inti on future net sales of the product against usd 3, 000, 000. 00 advance paid to inti under the 2018 agreement. c in accordance with the stipulation, mayne pharma and inti have mutually agreed to the following terms and conditions to provide and govern the licence to mayne pharma of rights under of the inti patents upon the final approval of the stipulation and effective as of the effective date. if the stipulation is not approved by december 31, 2022, this licence agreement shall not become effective and the 2018 agreement shall not be voided. exhibit 10. 2 licence agreement date parties name mayne pharma ventures pty ltd, an australian company acn 168 896 357 short form name mayne pharma notice | 652 |
license-agreements | exhibit 10. 1 second amendment to license agreement relating to encapsulated cells producing viral particles and encapsulated cells expressing biomolecules licensors bavarian nordic a / s, reg. no. 16271187 a company incorporated in denmark, whose registered office is at hejreskovvej 10a, dk - 3490 kvistgard, dennmark and helmholtz zentrum miinchen / gsf — forschungszentrum fur umwelt u. gesundheit gmbh, ingolstadter landstr. 1, d - 85764 neuherberg, deutschland and licensee bio blue bird ag, pflugstr. 7, fl - 9490 vaduz, liechtenstein this second amendment to licensee agreement ( " second amendment " ) is made effective as of the 1st day of october 2016 ( " effective date of the second amendment " ) between : ( 1 ) bavarian nordic a / s, reg. no. 16271187, a company incorporated in denmark, whose registered office is at hejreskovvej 10a, dk - 3490 kvistgard, denmark ( " bavarian nordic " ) and ( 2 ) helmholtz zentrum munchen / gsf - forschungszentrum fur umwelt u. gesundheit gmbh, ingolstadter landstr. 1, d - 85764 neuherberg, deutschland ( " gsf " ) ( bavarian nordic and gsf jointly referred to as " licensors " ) and ( 3 ) bio blue bird ag, pflugstr. 7, fl - 9490 vaduz, liechtenstein ( " licensee " ). ( 1 ) bavarian nordic a / s, reg. no. 16271187, a company incorporated in denmark, whose registered office is at hejreskovvej 10a, dk - 3490 kvistgard, denmark ( " bavarian nordic " ) and ( 1 ) ( 2 ) helmholtz zentrum munchen / gsf - forschungszentrum fur umwelt u. gesundheit gmbh, ingolstadter landstr. 1, d - 85764 neuherberg, deutschland ( " gsf " ) ( bavarian nordic and gsf jointly referred to as " licensors " ) and ( 2 ) ( 3 ) bio blue bird ag | 653 |
license-agreements | exhibit 10. 1certain identified information has been excluded from this exhibit because it is both not material and is of the type that vanda treats as private or confidential. such excluded information has been marked with “ [ * * * ]. ” exhibit 10. 1 certain identified information has been excluded from this exhibit because it is both not material and is of the type that vanda treats as private or confidential. such excluded information has been marked with “ [ * * * ]. ” license agreement this license agreement ( this “ agreement ” ) dated as of january 13, 2022 ( the “ effective date ” ) is entered into between vanda pharmaceuticals inc., a delaware corporation with an address at 2200 pennsylvania avenue, n. w., 300e, washington, dc 20037, on behalf of itself and its affiliates ( collectively, “ vanda ” ), msn pharmaceuticals inc., a corporation organized and existing under the laws of delaware, with a place of business at 20 duke road, piscataway, new jersey 08854, and msn laboratories private limited, a corporation organized and existing under the laws of india, with a place of business at msn house, sy no : 10 & 11 whitefields, hitec city, hyderabad, telangana, india 500081, on behalf of themselves and each of their affiliates ( collectively, “ msn ” ), and impax laboratories llc ( f. k. a. impax pharmaceuticals, inc. ), a limited liability company organized and existing under the laws of delaware, with a place of business at 400 crossing boulevard, third floor, bridgewater, nj 08807, on behalf of itself and its affiliates ( collectively “ impax ” ). whereas vanda is the owner of the patent rights ( as the term is defined below ) and has sued msn in the actions captioned vanda pharmaceuticals inc. v. msn pharmaceuticals inc. et al., case nos. 1 : 18 - cv - 690 ( cfc ), 1 : 19 - cv - 926 ( cfc ), 1 : 20 - cv - 235 ( cfc ), 1 : 20 - cv - 318 ( cfc ), 1 : 20 - cv - 1334 ( cfc ), and 1 : 21 - cv - 00283 ( cfc ) ( the “ litigation ” ) which is pending in the united states district court, district of delaware ( the “ court ” ) | 654 |
license-agreements | exhibit 10. 1 license agreement license agreement amended effective september 20, 2005 by and among outback sports, llc, a delaware limited liability company ( “ os ” ), os suites, ltd., a florida os suites, ltd., a florida limited partnership ( “ os suites ” ), os golf marketing, ltd., a florida limited partnership ( “ os golf ” ), horne tipps trophy suites, inc., a florida corporation ( “ ht ” ), horne tipps paradise golf, ltd., a florida limited partnership ( “ paradise golf ” ), horne tipps holding company, a florida corporation ( “ holding company ” ), william e. horne ( “ horne ” ), james r. tipps, jr. ( “ tipps ” ), joseph l. rousselle, jr. ( “ rousselle ” ), and craig gonzales ( “ gonzales ” ). recitals 1. os suites, ht, holding company, horne and tipps are parties to that certain license agreement made effective on january 1, 2001 ( the “ existing suites license agreement ” ). 1. os suites, ht, holding company, horne and tipps are parties to that certain license agreement made effective on january 1, 2001 ( the “ existing suites license agreement ” ). 2. under the existing suites license agreement, os suites granted to ht the exclusive right and license to use, pursuant to the terms therein, the trade names “ outback sports ” and “ trophy suites ” ( the “ suites proprietary marks ” ) and tangible personal property consisting of portable luxury boxes, trailers and other equipment. 2. under the existing suites license agreement, os suites granted to ht the exclusive right and license to use, pursuant to the terms therein, the trade names “ outback sports ” and “ trophy suites ” ( the “ suites proprietary marks ” ) and tangible personal property consisting of portable luxury boxes, trailers and other equipment. 3. os golf, paradise golf, holding company, horne and tipps are parties to that certain license agreement made effective on january 1, 2001 ( the “ existing golf license agreement ” ). 3. os golf, paradise golf, holding company, horne and tipps are parties to that certain license agreement made effective on january 1, 2001 ( the “ existing golf license agreement ” ). 4. under the existing golf license agreement, os golf granted to paradise golf the exclusive right and license to use, pursuant to | 655 |
subscription | exhibit 10. 1 [ form of ] subscription agreement discovery laboratories, inc. 2600 kelly road warrington, pennsylvania 18976 the undersigned ( the “ investor ” ) hereby confirms its agreement with you as follows : 1. this subscription agreement ( this “ agreement ” ) is made as of the date set forth on the signature page hereto between discovery laboratories, inc., a delaware corporation ( the “ company ” ), and the investor. 2. the company has authorized the sale and issuance to certain investors of up to 3, 030, 304 shares ( the “ shares ” ) of its common stock, par value $ 0. 001 per share ( the “ common stock ” ), subject to adjustment by the company ’ s board of directors, or a committee thereof, for a purchase price of $ 6. 60 per share ( the “ purchase price ” ). 3. the offering and sale of the shares ( the “ offering ” ) are being made pursuant to ( a ) an effective registration statement on form s - 3, as amended ( including the prospectus contained therein ( the “ base prospectus ” ), the “ registration statement ” ) filed by the company with the securities and exchange commission ( the “ commission ” ), ( b ) if applicable, certain “ free writing prospectuses ” ( as that term is defined in rule 405 under the securities act of 1933, as amended ), that have or will be filed with the commission and delivered to the investor on or prior to the date hereof ( the “ time of sale prospectus ” ), and ( c ) a prospectus supplement ( the “ prospectus supplement ” ) containing certain supplemental information regarding the shares and terms of the offering that will be filed with the commission and delivered, or otherwise made available, to the investor along with the company ’ s counterpart to this agreement. 4. the company and the investor agree that the investor will purchase from the company and the company will issue and sell to the investor the number of shares of common stock set forth on the signature page hereto for the aggregate purchase price set forth on the signature page hereto ; provided, prior to the execution of this agreement by the company, that the company shall have the right in its absolute discretion to reject this agreement. the shares shall be purchased pursuant to the terms and conditions for purchase of shares attached hereto as annex i and incorporated herein by this reference as if fully set forth herein. 5. the | 656 |
subscription | exhibit 10. 44 | 657 |
subscription | 1. the purchaser is to complete all the information in the boxes on page 1 and sign where indicated with an “ x ”. 2. if the purchaser is a canadian resident and is an accredited investor, then complete the “ accredited investor questionnaire ” that starts on page 5. 3. if the purchaser is a canadian resident and is not an accredited investor, and not purchasing a minimum of $ 150, 000 in value of securities, complete the “ friends and family ” questionnaire that starts on page 8. 4. residents of countries outside the united states and canada and canadian residents purchasing a minimum of $ 150, 000 in value of securities may subscribe without filling in an accredited investor or friends and family questionnaire. 5. all other information must be filled in where appropriate. 6. confirm with the company that funds are in transit – please send via facsimile transmission, a copy of your wire transfer instructions to your banking institution immediately upon those instructions being issued by you. facsimile number # # # - # # # - # # # # attention : harvey lalach, president ( tel : 250 # # # - # # # - # # # # ) email – * * * @ * * * wire instructions : hsbc bank canada885 west georgia street vancouver, british columbia v6c 3g1 canadaaccount : swift code : us account no : _ _ _ _ _ _ _ _ _ _ units us $ 1. 25 per unit for a total purchase price of us $ the purchaser owns, directly or indirectly, the following securities of the issuer : [ check if applicable ] the purchaser is [ ] an insider of the issuer or [ ] a member of the professional group _ _ _ _ _ _ _ _ _ _ units us $ 1. 25 per unit for a total purchase price of us $ the purchaser owns, directly or indirectly, the following securities of the issuer : [ check if applicable ] the purchaser is [ ] an insider of the issuer or [ ] a member of the professional group registration instructions delivery instructions name to appear on certificate name and account reference, if applicable account reference if applicable contact name address address telephone number registration instructions delivery instructions name to appear on certificate name and account reference, if applicable account reference if applicable contact name address address telephone number witness : execution by purchaser : x signature of witness signature of individual ( if purchaser is an individual ) x name of | 658 |
subscription | exhibit 10. 7 subscription agreement to : the board of directors of spk acquisition corp. ( the “ company ” ). the undersigned hereby subscribes for 1, 437, 500 shares of common stock, par value $ 0. 0001 per share ( the “ shares ” ) of the company. in consideration for the issue of the shares, the undersigned hereby agrees and undertakes to pay $ 25, 000 to the company. the undersigned agrees to take the shares subject to the certificate of incorporation of the company and authorizes you to enter the following name and address in the stockholder ledger of the company : name : spk acquisition llc address : 20 jingjikaifaqu baiyangjiedao kejiyuanlu building 13, 4th floor, room 02 - 13 hangzhou, zhejiang province, china 310002 name : spk acquisition llc name : spk acquisition llc address : 20 jingjikaifaqu baiyangjiedao kejiyuanlu building 13, 4th floor, room 02 - 13 hangzhou, zhejiang province, china 310002 address : 20 jingjikaifaqu baiyangjiedao kejiyuanlu building 13, 4th floor, room 02 - 13 hangzhou, zhejiang province, china 310002 spk acquisition llc signed : name : philip kwan title : managing member dated : january 28, 2021 spk acquisition llc spk acquisition llc signed : signed : name : philip kwan name : philip kwan title : managing member title : managing member dated : january 28, 2021 dated : january 28, 2021 accepted : spk acquisition corp. signed : name : sophie ye tao title : chief executive officer dated : january 28, 2021 accepted : accepted : spk acquisition corp. spk acquisition corp. signed : signed : name : sophie ye tao name : sophie ye tao title : chief executive officer title : chief executive officer dated : january 28, 2021 dated : january 28, 2021 | 659 |
subscription | exhibit 10. 1 execution version securities subscription agreement by and among lilis energy, inc. and the purchasers named on schedule a hereto table of contents article i definitions 1 section 1. 1 definitions 1 article ii agreement to sell and purchase 5 section 2. 1 sale and purchase 6 section 2. 2 closing 6 section 2. 3 mutual conditions 6 section 2. 4 each purchaser ’ s conditions 6 section 2. 5 company ’ s conditions 7 section 2. 6 deliveries by the company 7 section 2. 7 purchaser deliveries 8 section 2. 8 independent nature of purchasers ’ obligations and rights 8 article iii representations and warranties of the company 8 section 3. 1 existence 8 section 3. 2 capitalization 9 section 3. 3 subsidiary 9 section 3. 4 no conflict 9 section 3. 5 authority 9 section 3. 6 approvals 10 section 3. 7 compliance with laws 10 section 3. 8 periodic reports 10 section 3. 9 internal accounting controls 11 section 3. 10 litigation 11 section 3. 11 no material adverse effect 11 section 3. 12 environmental matters 11 section 3. 13 properties ; titles, etc 12 section 3. 14 maintenance of properties 12 section 3. 15 certain fees 12 section 3. 16 no side agreements 13 section 3. 17 no general solicitation ; no advertising 13 section 3. 18 no registration required 13 section 3. 19 no integration 13 section 3. 20 investment company status 13 article i article i article i definitions 1 definitions 1 section 1. 1 definitions 1 section 1. 1 definitions 1 article ii article ii agreement to sell and purchase 5 agreement to sell and purchase 5 section 2. 1 sale and purchase 6 section 2. 1 sale and purchase 6 section 2. 2 closing 6 section 2. 2 closing 6 section 2. 3 mutual conditions 6 section 2. 3 mutual conditions 6 section 2. 4 each purchaser ’ s conditions 6 section 2. 4 each purchaser ’ s conditions 6 section 2. 5 company ’ s conditions 7 section 2. 5 company ’ s conditions 7 section 2. 6 deliveries by the company 7 section 2. 6 deliveries by the company 7 section 2. 7 purchaser deliveries 8 section 2. 7 purchaser deliveries 8 section 2. 8 independent nature of purchasers ’ obligations and rights 8 section 2. 8 independent nature of purchasers ’ obligations and rights 8 article iii article iii representations and warranties of the company 8 representations and warranties of the company 8 section 3. 1 existence 8 section 3. 1 existence 8 | 660 |
subscription | exhibit 10. 2 execution copy subscription agreement by and between ager bermuda holding ltd. and palmetto athene holdings ( cayman ), l. p. dated as of april 14, 2017 subscription agreement by and between ager bermuda holding ltd. and palmetto athene holdings ( cayman ), l. p. dated as of april 14, 2017 subscription agreement by and between ager bermuda holding ltd. and palmetto athene holdings ( cayman ), l. p. dated as of april 14, 2017 subscription agreement by and between ager bermuda holding ltd. and palmetto athene holdings ( cayman ), l. p. dated as of april 14, 2017 subscription agreement by and between ager bermuda holding ltd. and palmetto athene holdings ( cayman ), l. p. dated as of april 14, 2017 ager bermuda holding ltd. – subscription agreement table of contents page article i subscription ; purchase price for shares2 section 1. 1subscription2 section 1. 2acceptance / rejection of subscription2 section 1. 3purchase price for shares ; payment for shares2 article ii closing ; company agreements2 section 2. 1closing2 section 2. 2deliveries by the company3 section 2. 3deliveries by the investor4 section 2. 4fractional shares4 section 2. 5company agreements4 article iii financial commitment ; status of shares5 section 3. 1agreement to purchase shares5 section 3. 2commitment period7 section 3. 3repurchase of shares7 section 3. 4no commitment for additional financing7 section 3. 5default by investor8 article iv representations and warranties of the company8 section 4. 1organization ; good standing ; qualification8 section 4. 2capitalization and voting rights9 section 4. 3subsidiaries10 section 4. 4authorization11 section 4. 5valid issuance of shares11 section 4. 6offering11 page article i subscription ; purchase price for shares2 section 1. 1subscription2 section 1. 2acceptance / rejection of subscription2 section 1. 3purchase price for shares ; payment for shares2 article ii closing ; company agreements2 section 2. 1closing2 section 2. 2deliveries by the company3 section 2. 3deliveries by the investor4 section 2. 4fractional shares | 661 |
subscription | exhibit 4. 1 execution version dated july 31, 2019 exhibit 4. 1 execution version dated july 31, 2019 convertible bonds subscription agreement between inovio pharmaceuticals, inc. - company - and kip re - up fund kip ace fund ( 17 ) kip beyond fund ( 17 ) kip core fund ( 17 ) kip dream fund ( 17 ) kip essence fund ( 17 ) kip future fund ( 17 ) kip growth fund ( 17 ) kip high fund ( 17 ) kip impact fund ( 17 ) kip joint fund ( 17 ) kip key fund ( 17 ) samsung securities co., ltd. shinhan investment corp. | 662 |
subscription | exhibit 10. 8 dated [ _ _ ] ( 1 ) helix acquisition corp. ( 2 ) [ _ _ ] subscription agreement table of contents clause page 1. subscription and class c shares 1 2. whole agreement 2 3. assignment 2 4. counterparts 2 5. general 2 6. governing law 2 7. excluding third party rights 2 clause page clause page 1. subscription and class c shares 1 1. subscription and class c shares 1 2. whole agreement 2 2 3. assignment 2 2 4. counterparts 2 2 5. general 2 2 6. governing law 2 2 7. excluding third party rights 2 2 i i this agreement is made on [ _ _ ] between ( 1 ) helix acquisition corp. ( the “ company ” ), a cayman islands exempted company of maples corporate services limited, po box 309, ugland house, grand cayman, ky1 - 1104, cayman islands ; and ( 1 ) helix acquisition corp. ( the “ company ” ), a cayman islands exempted company of maples corporate services limited, po box 309, ugland house, grand cayman, ky1 - 1104, cayman islands ; and ( 1 ) helix acquisition corp. ( the “ company ” ), a cayman islands exempted company of maples corporate services limited, po box 309, ugland house, grand cayman, ky1 - 1104, cayman islands ; and ( 2 ) [ _ _ ] ( the “ subscriber ” ). ( 2 ) [ _ _ ] ( the “ subscriber ” ). ( 2 ) [ _ _ ] ( the “ subscriber ” ). whereas ( a ) the company intends to issue and the subscriber intends to subscribe for the class c shares ( as defined below ) in accordance with the terms of this agreement. ( a ) the company intends to issue and the subscriber intends to subscribe for the class c shares ( as defined below ) in accordance with the terms of this agreement. ( a ) the company intends to issue and the subscriber intends to subscribe for the class c shares ( as defined below ) in accordance with the terms of this agreement. ( b ) this agreement is being entered into in connection with the business combination agreement, dated october 4, 2021 ( the “ business combination agreement ” ), between, among others, the company, moonlake immunotherapeutics ag, a swiss stock corporation ( aktiengesellschaft | 663 |
subscription | exhibit 10. 2 dated the [ day ] day of [ month, year ] between sbs mining corp malaysia sdn. bhd. ( incorporated in malaysia ) ( company no. 829349 - k ) and [ name ] [ identification number ] _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ subscription agreement for preference shares in sbs mining corp malaysia sdn. bhd. ( company no. 829349 - k ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ prepared by : subscription agreement for preference shares 1 subscription agreement for preference shares 1 subscription agreement for preference shares 1 1 this agreement is made on the date set out in the item 1 of the first schedule. between : - 1. sbs mining corp malaysia sdn. bhd. ( company no. 829349 - k ), a private company limited by shares duly incorporated and existing under the laws of malaysia and its registered address at 23 - 2, jalan 45a / 26 sri rampai, setapak, 53300 kuala lumpur, malaysia ( hereinafter referred to as the “ company ” ) of the one part ; 1. sbs mining corp malaysia sdn. bhd. ( company no. 829349 - k ), a private company limited by shares duly incorporated and existing under the laws of malaysia and its registered address at 23 - 2, jalan 45a / 26 sri rampai, setapak, 53300 kuala lumpur, malaysia ( hereinafter referred to as the “ company ” ) of the one part ; and 2. the person or company whose names, particulars and addresses are set out in the item 2 of first schedule hereto ( hereinafter referred to as the “ investor ” ) of the other part. recitals : - a. the company is principally engaged in prospecting of minerals and to carry out mining of minerals. the company is proposing to venture into dredging of marine sand ( hereinafter referred to as the “ business ” ). b. the company requires additional funds of up to ringgit malaysia fifty million ( rm50, 000, 000. 00 ) only for its | 664 |
subscription | exhibit 10. 1 subscription agreement kensington capital acquisition corp. ii 1400 old country road, suite 301 westbury, ny 11590 wallbox b. v. carrer del foc, 68 barcelona, spain 08038 ladies and gentlemen : in connection with the proposed business combination ( the “ transaction ” ) pursuant to the business combination agreement ( as it may be amended, restated or otherwise modified from time to time, the “ transaction agreement ” ), dated as of june 9, 2021, among kensington capital acquisition corp. ii, a delaware corporation ( the “ spac ” ), wallbox b. v., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organized under the laws of the netherlands ( to be converted into a limited liability company ( naamloze vennootschap ) prior to the subscription closing ), having its official seat in amsterdam, the netherlands, and registered with the dutch trade register under number 83012559 ( the “ company ” ), orion merger sub corp., a delaware corporation and a wholly - owned subsidiary of the company ( “ merger sub ” ), wall box chargers, s. l., a company organized under the laws of spain ( “ wallbox ” ), and the other parties thereto, pursuant to which, among other things, ( i ) the shareholders of wallbox will contribute their shares of wallbox to the company in exchange for the issue of the company ’ s ordinary shares ( “ ordinary shares ” ) to such shareholders, with wallbox becoming a wholly - owned subsidiary of the company, ( ii ) the merger sub will merge with and into the spac, with the spac as the surviving company of the merger and becoming a wholly - owned subsidiary of the company, ( iii ) securities of the spac will be automatically cancelled and reissued ( the “ new spac securities ” ), which securities will be exchanged with an exchange agent ( the “ exchange agent ” ) for the right to receive securities of the company, and ( iv ) the exchange agent will contribute the new spac securities to the company, which in exchange will issue securities of the company to the exchange agent for the benefit of the securityholders of the spac, each of the undersigned desires to subscribe for and accept from the company, and the company desires to issue to the undersigned, that number of ordinary | 665 |
subscription | account name : lightbridge corporation account number : 664694284 bank name : hsbc bank usa, n. a. bank address : 9201 third ave, brooklyn, ny 11209 aba or routing number : 021001088 swift code : mrmdus33 contact : sophia sudeall tel : 718 # # # - # # # - # # # # lightbridge corporation by : name : title : address for notice : lightbridge corporation 1600 tysons boulevard, suite 550 mclean, virginia 22102 attention : chief executive officer facsimile no. : attention : chief executive officer by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : title : name of dtc participant ( broker - dealer at which the account or accounts to be credited with the shares are maintained ) : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ dtc participant number : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name of account at dtc participant being credited with the shares : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account number at dtc participant being credited with the shares : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ | 666 |
subscription | additional subscription agreement 1. interpretation 3 2. implementation 5 3. condition precedent 5 4. subscription and settlement by net 1 5 5. calculation of the subscription price 6 6. measurement accounts 6 7. payment 8 8. closing 8 9. warranties 8 10. confidentiality 8 11. domicilium and notices 9 12. breach 9 13. arbitration 9 14. general 9 15. costs 9 1. interpretation 1. 1 this agreement shall be interpreted in accordance with clause 1 of the framework agreement ( as defined below ). 1. 2 any defined terms in this agreement not defined in clause 1. 3 below shall bear the meaning assigned to them in clause 1. 2 of the framework agreement. 1. 3 in this agreement, the following terms shall bear the meanings assigned to them below and cognate expressions shall bear corresponding meanings : ( a ) agreement – this additional subscription agreement together with its annexures ; ( b ) auditors - the auditors of the company ; ( c ) average pbt - the average pbt in respect of the measurement period as determined by solving for " a " in the following formula : a = ( b + c ) ÷ 2 b means the 2018 pbt ; c means the 2019 pbt ; ( d ) condition precedent - the suspensive conditions set out in clause 3. 1 ; ( e ) extraordinary items - material items possessing a high degree of abnormality which arise from events or transactions that fall outside the ordinary activities of the company or any of its subsidiaries, being non - recurring and non - trading items, including ( for the avoidance of doubt ) income, expenditure items accounted for during the financial year under review in respect of any prior financial year and which shall further include any profit or loss made on the disposal or acquisition of any fixed assets, or operations or business or investments and any operations and / or business which have been discontinued or sold ; ( f ) framework agreement - the framework agreement entered into among net 1, gain, ajd holdings, richmark and the company on the signature date ; ( g ) gain - peter kennedy gain, identity number xxx ; ( h ) group – the company and its subsidiaries, and " group company " shall mean any of them ; ( i ) ifrs - international financial reporting standards as issued by the board of the international accounting standards committee from time to time ; ( j ) measurement accounts – the 2018 financial statements and the 2019 financial statements ; ( k ) measurement period - the | 667 |
subscription | exhibit 10. 7 exhibit 10. 7 : subscription agreement energy conversion services, inc. subscription agreement 1. investment : 1. investment : 1. investment : the undersigned ( “ buyer ” ) subscribes for _ _ _ _ _ _ _ _ _ _ _ _ shares of energy conversion services, inc. $ 0. 10 per share. total subscription price ( $ 0. 10 times number of shares ) : = $ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. please make checks payable to : energy conversion services, inc. 2. investor information : name ( type or print ) ssn / ein / taxpayer i. d. e - mail address : address joint name ( type or print ) ssn / ein / taxpayer i. d e - mail address : address ( if different from above ) mailing address ( if different from above ) : street city / state zip business phone : ( ) home phone : ( ) 2. investor information : name ( type or print ) ssn / ein / taxpayer i. d. name ( type or print ) ssn / ein / taxpayer i. d. e - mail address : address joint name ( type or print ) ssn / ein / taxpayer i. d e - mail address : e - mail address : address ( if different from above ) mailing address ( if different from above ) : mailing address ( if different from above ) : street city / state zip street city / state zip business phone : ( ) home phone : ( ) business phone : ( ) home phone : ( ) 3. type of ownership : ( you must check one box ) individual custodian for tenants in common uniform gifts to minors act of the state of : _ _ _ _ _ _ _ _ _ _ joint tenants with rights of survivorship corporation ( inc., llc, lp ) – please list all officers, directors, partners, managers, etc. : partnership ( limited partnerships use “ corporation ” ) trust community property other ( please explain ) 3. type of ownership : ( you must check one box ) individual custodian for individual custodian for tenants in common uniform gifts to minors act of the state of : _ _ _ _ _ _ _ _ _ _ joint tenants with rights of survivorship corporation ( inc., llc, lp ) – | 668 |
subscription | exhibit 10. 21 amendment agreement no. 2 dated, september 25, 2008 among : ( i ) lifetime brands, inc., a company duly organized and in existence pursuant to the laws of the state of delaware in the united states of america ( “ ltb ” or “ strategic investor ” ) ; ( ii ) grupo vasconia s. a. b., formerly known as ekco, s. a. b., a mexican sociedad anonima bursatil duly organized and in existence pursuant to the laws of the united mexican states ( the “ company ”, provided that when the context so requires it, “ company ” shall also include the company subsidiaries ) ; and ( iii ) mr. jose ramon elizondo anaya, a mexican individual ( “ mr. elizondo ” ), mr. miguel angel huerta pando, a mexican individual ( “ mr. huerta ” and together with mr. elizondo the “ primary shareholders ” ). witnesseth whereas, lifetime brands, inc., ekco, s. a. b. ( now known as grupo vasconia s. a. b. ), mr. jose ramon elizondo anaya and mr. miguel angel huerta pando entered into a shares subscription agreement dated june 8, 2007 ( the “ ssa ” ) pursuant to which they agreed, among others, on the terms and conditions for a subscription of shares issued by ekco, s. a. b. ( now known as grupo vasconia s. a. b. ) by lifetime brands, inc. whereas, on september 5, 2007 the parties entered into an amendment agreement no. 1 to amend the ssa. whereas, the parties wish to amend the ssa as described below : now therefore, the parties hereto agree as follows : 1. section 9. 1 ( f ) ( i ) is hereby amended to read as follows : ( i ) the company agrees that it shall not ( i ) directly or indirectly carry on activities, conduct, own an interest in or otherwise participate ( whether as a supplier, lender, guarantor, investor, employer, proprietor, shareholder, agent, consultant or partner ) in the manufacture, sale or distribution of or in the control or management of all or any part of a business involved in the manufacture, sale or distribution of houseware products, including, but not limited to, kitchenware, cookware, pressure cookers | 669 |
subscription | to : argentex mining corporation ( the “ corporation ” ) and to : wellington west capital markets inc. ( the “ agent ” ) and to : wellington west capital markets ( usa ) inc. ( the “ u. s. affiliate ” ) details of subscriber : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ number of units : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( name of subscriber - please print ) by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ aggregate subscription price : cdn $ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( authorized signature ) ( the “ subscription price ” ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ details of beneficial purchaser ( if not the same as ( official capacity or title - please print ) subscriber ) : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( please print name of individual whose signature ( name of beneficial purchaser ) appears above if different than the name of the subscriber printed above. ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( beneficial purchaser ’ s address ) dated _ _ _ _ _ | 670 |
subscription | exhibit 10. 6 appendix b — subscription agreement cgm account no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ please check here if employed by morgan stanley smith barney llc or an affiliate. _ _ _ _ _ _ please check here if employed by citigroup global markets inc. or an affiliate. orion futures fund l. p. ( a new york limited partnership ) subscription agreement selling agent : _ _ _ _ _ _ please check here if morgan stanley smith barney llc served as your selling agent. _ _ _ _ _ _ please check here if citigroup global markets inc. served as your selling agent. exhibit 10. 6 appendix b — subscription agreement cgm account no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ please check here if employed by morgan stanley smith barney llc or an affiliate. _ _ _ _ _ _ please check here if employed by citigroup global markets inc. or an affiliate. orion futures fund l. p. ( a new york limited partnership ) subscription agreement selling agent : _ _ _ _ _ _ please check here if morgan stanley smith barney llc served as your selling agent. _ _ _ _ _ _ please check here if citigroup global markets inc. served as your selling agent. ceres managed futures llc 55 east 59th street — 10th floor new york, new york 10022 re : orion futures fund l. p. ladies and gentlemen : 1. subscription for units. i hereby irrevocably subscribe for the amount of units ( and partial units rounded to four decimal places ) of limited partnership interest ( “ units ” ) of orion futures fund l. p. ( the “ partnership ” ) as indicated on page b - 7 hereof. i understand that each unit will be offered at net asset value per unit on the date of sale. i understand that citigroup global markets inc., a corporation organized under the laws of the state of new york ( “ cgm ” ), and morgan stanley smith barney llc, a limited liability company organized under the laws of the state of delaware ( “ mssb ” ), act as selling agents for the partnership. i hereby authorize cgm to debit my brokerage account in the amount of my subscription as described in the private placement offering memorandum and disclosure document of the partnership dated august 1, 2009, as amended or supplemented from time to time ( the “ memorandum ” ) | 671 |
subscription | exhibit 10. 1 petrolia energy corporation best efforts, no minimum offering private placement offering to accredited investors of series c convertible preferred stock november 2021 houston, texas the following information is provided to you as an accredited or offshore investor who has indicated an interest in investing in these securities. in addition, the officers and directors of petrolia energy corporation ( the “ company ” ) are available to answer questions and provide additional information you may request. however, first and foremost be advised that these securities involve a high degree of risk. financial condition - the company has been operating at a financial loss due to limited oil production, current liabilities and debt repayment obligations. however, since the company ’ s purchase of a 50 % working interest in the utikuma lake field in alberta, canada, we have added an estimated 250 barrels of oil equivalent per day ( boepd ) of net production. the current monthly cash generated, and the future monetization of the utikuma lake asset are important factors in the future of the company. the current co - owner and operator of the field is blue sky resources ( bsr ), a company controlled by zel khan ’ s ( the company ’ s former ceo ) father. we have retained canadian counsel and are pursuing our options to ensure that we are paid our share of monthly production. a current report on form 8 - k relating to the loss of our twin lakes field ownership was filed with the securities and exchange commission as of october 25, 2021 ( available at https : / / www. sec. gov / archives / edgar / data / 1368637 / 000149315221026222 / form8 - k. htm ) and should be read in detail. prior management did not inform the board about the impending loss of the field during the entire period they were receiving direct communication from the new mexico authorities about the matter. an additional form 8 - k has been filed that describes the super majority voting series b preferred stock that has been issued, which is available at https : / / www. sec. gov / archives / edgar / data / 1368637 / 000149315221026224 / form8 - k. htm. we are currently deficient in our periodic filings with the securities and exchange commission and our common stock is not eligible for proprietary broker - dealer quotations on otc markets group and such quotations are currently restricted from public viewing. as such, there is no | 672 |
subscription | exhibit 10. 87 list of accredited investors investor subscription amount shares warrant shares aspire capital $ 1, 000, 000 775, 194 387, 597 lewis titterton $ 100, 000 77, 520 38, 760 jeffrey titterton $ 100, 000 77, 520 38, 760 steven lampe $ 200, 000 155, 039 77, 520 quetzel ( derrough ) $ 150, 000 116, 280 58, 140 john levy $ 150, 000 116, 280 58, 140 harold wrobel $ 300, 000 232, 559 116, 280 william s. lapp $ 123, 000 95, 349 47, 675 damvix equities llc $ 100, 500 77, 907 38, 954 aileen gregoire $ 100, 000 77, 520 38, 760 john birdsall / margaret mintz $ 30, 000 23, 256 11, 628 atipax bruder llc $ 16, 500 12, 791 6, 396 juan pablo gomez $ 35, 000 27, 132 13, 566 joel sutherland $ 50, 000 38, 760 19, 380 david heering $ 20, 000 15, 504 7, 752 askalessandra, llc $ 15, 000 11, 628 5, 814 prkr society llc $ 1, 160, 005 899, 229 449, 615 david s. upson $ 30, 000 23, 256 11, 628 seth gottlieb $ 200, 000 155, 039 77, 520 vincent millacio $ 12, 900 10, 000 5, 000 peter m. gillon $ 75, 000 58, 140 29, 070 josh gillon ( gillon consulting ) $ 200, 000 155, 039 77, 520 exhibit 10. 87 exhibit 10. 87 list of accredited investors investor subscription amount shares warrant shares aspire capital $ 1, 000, 000 775, 194 387, 597 lewis titterton $ 100, 000 77, 520 38, 760 jeffrey titterton $ 100, 000 77, 520 38, 760 steven lampe $ 200, 000 155, 039 77, 520 quetzel ( derrough ) $ 150, 000 116, 280 58, 140 john levy $ 150, 000 116, 280 58, 140 harold wrobel $ 300, 000 232, 559 116, 280 william s. lapp $ 123, 000 95, | 673 |
subscription | 1. 2. 1 units of orgenesis inc. ( " orgenesis " ). the term " units " shall mean one ( 1 ) share ( each, a " conversion share " ) of the orgenesis common stock, par value $ 0. 0001 per share ( the " common stock " ), and one warrant to purchase one share of common stock ( the " warrants " ). each warrant shall entitle the holder to purchase one share of common stock ( the " warrant shares " ) at an exercise price of $ 7. 00 per share ( the " exercise price " ), subject to adjustment, and shall be exercisable for a period of three years from the date hereof. exhibit b instructions for wiring funds orgenesis inc. remittance instructions jp morgan chase bank account name : orgenesis inc. account # : 000000949139307 wire routing numbers : domestic – 021000021 international ( also referred to as swift code ) - chasus33 ach routing numbers : 022300173 jp morgan chase bank 1 chase manhattan ny, ny 10005 federal id : 47 - 0999938 issue date : june 6, 2019 $ 1, 950, 000 certificate no. 2019 _ _ _ _ _ _ _ _ _ _ _ _ number of warrants : _ _ _ _ _ _ _ _ _ _ _ right to purchase _ _ _ _ _ _ _ _ _ _ _ _ shares per : name : neil reithinger title : chief financial officer orgenesis inc. c / o eventus advisory group, llc 14201 n. hayden road, suite a - 1 scottsdale, az 85260 attention : neil reithinger, cfo per : name : neil reithinger title : chief financial officer | 674 |
subscription | exhibit 10. 7 subscription of share ( s ) date [ _ _ _ ], 2021 to : the board of director ( s ) phoenix acquisition limited british virgin islands to : the board of director ( s ) to : phoenix acquisition limited british virgin islands dear sir, we hereby apply for _ _ _ _ _ _ ordinary share ( s ) for usd $ _ _ _ _ in the capital of your company. yours faithfully, for and on behalf of [ name ] [ name ] [ name ] address : corporate registrations limited, sea meadow house, blackburne highway, p. o. box 116, road town, tortola, bvi address : corporate registrations limited, sea meadow house, blackburne highway, p. o. box 116, road town, tortola, bvi address : corporate registrations limited, sea meadow house, blackburne highway, p. o. box 116, road town, tortola, bvi occupation : corporation occupation : corporation occupation : corporation | 675 |
subscription | exhibit 10. 5 subscription materials amphastar cayman a cayman islands limited liability company these subscription materials ( the “ subscription materials ” ) set out representations, warranties and undertakings required to be made in connection with an investment in amphastar cayman, a cayman islands limited liability company ( the “ company ” ). any investment in the company may be approved or disapproved in the reasonable discretion of jason shandell and william peters, as the initial managers of the company ( the “ managers ” ). to complete these subscription materials, please complete the steps as follows : 1. investor undertakings. carefully review the “ investor undertakings ” provided as exhibit a. 2. investor status. mark where appropriate to confirm status as an “ accredited investor ” on exhibit b. 3. tax form. complete and return an irs form w - 9, available at : https : / / www. irs. gov / pub / irs - pdf / fw9. pdf 4. complete, sign and return. complete all “ investor ” information in these subscription materials, sign the signature page hereto and return, completed and signed, to the company. exhibit 10. 5 subscription materials amphastar cayman a cayman islands limited liability company these subscription materials ( the “ subscription materials ” ) set out representations, warranties and undertakings required to be made in connection with an investment in amphastar cayman, a cayman islands limited liability company ( the “ company ” ). any investment in the company may be approved or disapproved in the reasonable discretion of jason shandell and william peters, as the initial managers of the company ( the “ managers ” ). to complete these subscription materials, please complete the steps as follows : 1. investor undertakings. carefully review the “ investor undertakings ” provided as exhibit a. 1. investor undertakings. carefully review the “ investor undertakings ” provided as exhibit a. 1. 1. investor undertakings. carefully review the “ investor undertakings ” provided as exhibit a. 2. investor status. mark where appropriate to confirm status as an “ accredited investor ” on exhibit b. 2. investor status. mark where appropriate to confirm status as an “ accredited investor ” on exhibit b. 2. 2. investor status. mark where appropriate to confirm status as an “ accredited investor ” on exhibit b. 3. tax form. complete and return an irs form w - 9, available at : https : / / www. irs. gov / pub | 676 |
subscription | exhibit 10. 19 published cusip number : 41457qaa2 credit agreement dated as of june 30, 2008 among harris stratex networks, inc. harris stratex networks operating corporation, harris stratex networks ( s ) pte. ltd. as the borrowers, bank of america, n. a., as administrative agent, swing line lender and l / c issuer, silicon valley bank, as lender and l / c issuer, banc of america securities asia limited, as singapore loan agent and the other lenders party hereto banc of america securities llc and silicon valley bank, as joint lead arrangers and book managers exhibit 10. 19 published cusip number : 41457qaa2 credit agreement dated as of june 30, 2008 among harris stratex networks, inc. harris stratex networks operating corporation, harris stratex networks ( s ) pte. ltd. as the borrowers, bank of america, n. a., as administrative agent, swing line lender and l / c issuer, silicon valley bank, as lender and l / c issuer, banc of america securities asia limited, as singapore loan agent and the other lenders party hereto banc of america securities llc and silicon valley bank, as joint lead arrangers and book managers table of contents section page article i. definitions and accounting terms 1 1. 01 defined terms 1 1. 02 other interpretive provisions 20 1. 03 accounting terms 21 1. 04 rounding 22 1. 05 exchange rates ; currency equivalents 22 1. 06 additional alternative currencies 22 1. 07 change of currency 23 1. 08 times of day 23 1. 09 letter of credit amounts 23 article ii. the commitments and credit extensions 23 2. 01 committed loans 23 2. 02 borrowings, conversions and continuations of committed loans 24 2. 03 letters of credit 26 2. 04 swing line loans 34 2. 05 prepayments 37 2. 06 termination or reduction of commitments 38 2. 07 repayment of loans 38 2. 08 interest 39 2. 09 fees 39 2. 10 computation of interest and fees ; retroactive adjustments of applicable margin 40 2. 11 evidence of debt 41 2. 12 payments generally ; administrative agent ’ s clawback 41 2. 13 sharing of payments by lenders 43 2. 14 increase in commitments 44 2. 15 designated borrowers ; relationship among borrowers 45 2. 16 | 677 |
subscription | ex. 10. 1 white eagle asset portfolio, lp subscription agreement dated august 16, 2019 the partnership interests of white eagle asset portfolio, lp have not been registered under the securities act of 1933, as amended, or any state securities law. the partnership interests cannot be sold, transferred, assigned or otherwise disposed of except in compliance with the limited partnership agreement referred to herein and in compliance with the securities act of 1933 and applicable state securities laws. table of contents pagearticle i definitions ; usage of terms2section 1. 01definitions2section 1. 02interpretive matters2section 1. 03construction3article ii issuance of partnership interest4section 2. 01purchase and sale of partnership interest4section 2. 02adjustments for matured policies. 4article iii closing procedures5section 3. 01time and place of closing5section 3. 02closing deliverables5section 3. 03payment of purchase price8article iv representations and warranties and certain covenants9section 4. 01representations and warranties of the seller parties, the partnership, parent and purchaser9article v additional agreements29section 5. 01certain covenants of certain parties. 29section 5. 02policy disposition29section 5. 03securities intermediary30section 5. 04further assurances30section 5. 05ability to bear risk30section 5. 06final decree31article vi indemnification31section 6. 01survival31section 6. 02seller parties ’ indemnification32section 6. 03purchaser indemnification. 34section 6. 04limitations on liability. 35section 6. 05exclusive remedy. 36section 6. 06effect of investigation ; reliance37section 6. 07treatment of indemnity payments37section 6. 08release37article vii confidentiality38section 7. 01general38article viii miscellaneous provisions40section 8. 01amendment40section 8. 02governing law ; submission to jurisdiction ; waiver of jury trial41section 8. 03remedies41 pagearticle i definitions ; usage of terms2section 1. 01definitions2section 1. 02interpretive matters2section 1. 03construction3article ii issuance of partnership interest4section | 678 |
subscription | exhibit 4. 6 this warrant will be void if not exercised prior to 5 : 00 p. m. new york city time, may, 2015 warrants w regenerx bio pharmaceuticals, inc. warrant certificate cusip 75886x 11 6 exhibit 4. 6 this warrant will be void if not exercised prior to 5 : 00 p. m. new york city time, may, 2015 warrants w regenerx bio pharmaceuticals, inc. warrant certificate cusip 75886x 11 6 subscription form to be executed by the registered holder in order to exercise warrants the undersigned registered holder irrevocably elects to exercise warrants represented by this warrant certificate, and to purchase the shares of common stock issuable upon the exercise of such warrants, and requests that certificates for such shares shall be issued in the name of ( please type or print name and address ) ( social security or tax identification number ) and be delivered to ( please type or print name and address ) and, if such number of warrants shall not be all the warrants evidenced by this warrant certificate, that a new warrant certificate for the balance of such warrants be registered in the name of, and delivered to, the registered holder at the address stated below : dated : ( signature ) ( address ) ( tax identification number ) signature guaranteed : the signature to the subscription form must correspond to the name written upon the face of this warrant certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the american stock exchange, new york stock exchange, pacific stock exchange or chicago stock exchange. assignment to be executed by the registered holder in order to assign warrants for value received, hereby sell, assign and transfer unto ( please type or print name and address ) ( social security or tax identification number ) and be delivered to ( please print or type name and address ) of the warrants represented by this warrant certificate, and hereby irrevocably constitute and appoint attorney to transfer this warrant certificate on the books of the company, with full power of substitution in the premises. dated : signature signature guaranteed : the signature to the assignment of the subscription form must correspond to the name written upon the face of this warrant certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the | 679 |
subscription | exhibit 10. 1 exhibit 10. 1 cyworld z co., ltd. 13th bearer ’ s non - guaranteed private placement convertible bonds with coupons convertible bond subscription agreement cyworld z co., ltd. 13th bearer ’ s non - guaranteed private placement convertible bonds with coupons convertible bond subscription agreement cyworld z co., ltd. 13th bearer ’ s non - guaranteed private placement convertible bonds with coupons convertible bond subscription agreement cyworld z co., ltd. 13th bearer ’ s non - guaranteed private placement convertible bonds with coupons convertible bond subscription agreement total issue amount : usd 1, 000, 000 subscription agreement execution date : [ 5 / 03 ], 2023 payment date and issue date : [ 5 / 03 ], 2023 1 1 1 convertible bond subscription agreement this convertible bond subscription agreement ( the “ agreement ” ) is made and entered into by and among the following parties as of [ 5 / 03 ], 2023. issuercyworld z co., ltd. address : ( sinsa - dong ) 29 - 1 nonhyeon - ro 158 - gil, gangnam - gu, seoul subscriberexicure, inc. address : 2430 n. halsted st. chicago, il, 60614 issuercyworld z co., ltd. address : ( sinsa - dong ) 29 - 1 nonhyeon - ro 158 - gil, gangnam - gu, seoul subscriberexicure, inc. address : 2430 n. halsted st. chicago, il, 60614 issuer cyworld z co., ltd. address : ( sinsa - dong ) 29 - 1 nonhyeon - ro 158 - gil, gangnam - gu, seoul cyworld z co., ltd. address : ( sinsa - dong ) 29 - 1 nonhyeon - ro 158 - gil, gangnam - gu, seoul subscriber exicure, inc. address : 2430 n. halsted st. chicago, il, 60614 exicure, inc. address : 2430 n. halsted st. chicago, il, 60614 the subscriber may be individually referred to as the “ subscriber. ” the issuer and the subscriber may be individually referred to as the “ party, ” and collectively as the “ parties. ” 2 2 2 recitals whereas, the issuer desires to issue ‘ 13th bearer ’ s non - guaranteed private placement convertible | 680 |
subscription | liberty star uranium & metals corp. a nevada corporation by : / s / james briscoe name : title : dated : august 27, 2008 subscriber purchase price and principal amount alpha capital anstalt pradafant 7 9490 furstentums vaduz, lichtenstein / s / konrad ackerman fax : 011 - 42 - 32323196 ( signature ) by : $ 90, 830. 15 liberty star uranium & metals corp. a nevada corporation by : / s / james briscoe name : title : dated : august 27, 2008 subscriber purchase price and principal amount harborview master fund l. p. 2nd floor, harbor house waterfront drive, road town tortola, british virgin islands / s / navigator management ltd. fax : ( 284 ) 494 - 4771 ( signature ) by : $ 50, 055. 88 liberty star uranium & metals corp. a nevada corporation by : / s / james briscoe name : title : dated : august _ _ _, 2008 subscriber purchase price and principal amount platinum partners long term growth vi 152 west 57th street new york, new york 10019 attn : mark nordlicht fax : ( 212 ) / s / mark nordlicht ( signature ) by : $ 61, 472. 13 liberty star uranium & metals corp. a nevada corporation by : / s / james briscoe name : title : dated : august 27, 2008 subscriber purchase price and principal amount bridgepointe master fund, ltd. a cayman islands exempted company 1120 sanctuary parkway, suite 325 alpharetta, georgia 30004 fax : ( 770 ) 777 - 5844 / s / eric s. swartz ( signature ) by : $ 75, 874. 18 liberty star uranium & metals corp. a nevada corporation by : / s / james briscoe name : title : dated : august _ _ _, 2008 subscriber purchase price and principal amount brio capital lp 401 e. 34th st. - suite south 33c new york, ny 10016 fax : ( 646 ) 390 - 2158 / s / shaye hirsch ( signature ) by : $ 18, 487. 31 liberty star uranium & metals corp. a nevada corporation by : / s / james briscoe name : title : dated : august _ _ _, 2008 subscriber purchase price and principal amount | 681 |
subscription | execution version subscription agreement this subscription agreement, dated july 31, 2018 ( this “ agreement ” ), is entered into by and among third point reinsurance company ltd., a bermuda class 4 insurance company ( “ tp re bermuda ” ), third point reinsurance ( usa ) ltd., a bermuda class 4 insurance company ( “ tp re usa, ” and together with tp re bermuda, “ tp re ” ), and third point enhanced lp, a cayman islands exempted limited partnership ( the “ fund ” ). reference is made to that certain amended and restated exempted limited partnership agreement of the fund, dated july 31, 2018 ( the “ partnership agreement ” ). all capitalized terms used herein ( including in appendix a ) and not otherwise defined herein shall have the meanings ascribed to them in the partnership agreement. whereas, tp re bermuda and tp re usa wish to transfer legal title to all of the assets and liabilities ( other than the collateral assets and assets to maintain the liquidity buffer ) held in their respective joint ventures to the fund ; and whereas, the fund desires to admit each of tp re bermuda and tp re usa as limited partners of the fund. now, therefore, in consideration of the mutual promises and agreements contained in this agreement and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows : 1. transfer of assets. 1. ( a ) tp re bermuda and tp re usa each hereby agree to transfer legal title ( including all rights, obligations, liabilities, credits and other adjustments and / or payments, whether known, unknown, or that could have been known as of the applicable transfer date ( as defined below ) ) to all of the assets and liabilities ( other than the collateral assets and assets to maintain the liquidity buffer ) ( “ investable assets ” ) held in their respective joint ventures to the fund ( the “ transfer ” ), with such transfer commencing on august 31, 2018 ( the “ effective date ” and together with any subsequent date on which investable assets are transferred to the partnership, the “ transfer dates ” and each, a “ transfer date ” ). tp re bermuda and tp re usa each acknowledges that the transfer shall be effectuated, to the extent applicable, through agreements with custodians and prime brokers, and tp re bermuda and t | 682 |
subscription | exhibit 10. 1 subscription documents for ammo, inc. units of convertible promissory notes and warrants to purchase common stock placement agent : joseph gunnar & co., llc january 2, 2020 i i i i subscription booklet this booklet contains the following documents which must be executed and delivered by you if you wish to invest in ammo, inc. ( “ ammo ” or the “ company ” ) : a. summary of the offering and executive summary b. subscription agreement ; c. form of 8 % convertible promissory note ( the “ notes ” ) ; d. form of warrant ( the “ warrants ” ) ; e. confidential subscriber questionnaire ( natural persons ) ; ee. confidential subscriber questionnaire ( entities ) ; f. tax certification for u. s. persons and non - u. s. persons ; g. risk factors ; h. lock - up agreement ; i. sec reports ; and j. investor presentation a. summary of the offering and executive summary a. summary of the offering and executive summary b. subscription agreement ; b. subscription agreement ; c. form of 8 % convertible promissory note ( the “ notes ” ) ; c. form of 8 % convertible promissory note ( the “ notes ” ) ; d. form of warrant ( the “ warrants ” ) ; d. form of warrant ( the “ warrants ” ) ; e. confidential subscriber questionnaire ( natural persons ) ; e. confidential subscriber questionnaire ( natural persons ) ; ee. confidential subscriber questionnaire ( entities ) ; ee. confidential subscriber questionnaire ( entities ) ; f. tax certification for u. s. persons and non - u. s. persons ; f. tax certification for u. s. persons and non - u. s. persons ; g. risk factors ; g. risk factors ; h. lock - up agreement ; h. lock - up agreement ; i. sec reports ; and i. sec reports ; and j. investor presentation j. investor presentation natural person investors must sign and return copies of items b, e, f, and h. entity investors must sign and return copies of items b, ee, f, and h. all investors should submit their executed subscription documents along with a check payable to “ signature bank, as escrow agent for ammo, inc. ” to joseph gunnar & co., llc, 30 broad street, 11th floor | 683 |
subscription | exhibit 10. 7 long island iced tea corp. subscription agreement instructions important : please read carefully before signing. significant obligations and representations are contained in this document. steps for all investors 1. fill in your name and amount of investment on page 3. additional steps for individual investors 1. complete the requested information on page 8. 2. sign page 10. additional steps for entity investors 1. complete the requested information on page 9. 2. sign page 10. 3. if applicable, complete the information on pages 11 and please sign as indicated thereon. please deliver two executed copies of the subscription agreement to : long island iced tea corp. 116 charlotte avenue hicksville, ny 11801 the subscription payment must be wired as follows : wire your funds to the following account, maintained by long island iced tea corp. : bank info : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bank address : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ routing no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account name : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bank info : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bank info : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bank address : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bank address : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ routing no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ routing no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account name : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account name : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account no. : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ when you wire your funds, please notify _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. any questions you may have concerning these documents or the payment of your subscription amount should be directed to | 684 |
subscription | exhibit 10. 1 imageware systems, inc. subscription form series a convertible preferred stock liquidation preference $ 1, 000 per share investor ’ s name : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ investor ’ s address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ investor ’ s social security or federal tax identification number : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ brokerage firm ( for delivering shares ) : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ account number at brokerage firm : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ dtc participant number : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ number of shares subscribed for : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ | 685 |
subscription | exhibit 10. 1 subscription agreement by and among china 3c group and the investors listed on schedule 1 dated as of december 20, 2005 the securities offered by this subscription agreement have not been registered with or approved or disapproved by the united states securities and exchange commission, nor has such commission or any state securities bureau, commission or other regulatory authority passed upon or endorsed the merits of this offering or the accuracy or adequacy of this subscription agreement. accordingly, you may not offer or sell the offered securities in the united states or to u. s. persons ( as such term is defined in rule 902 ( k ) promulgated under the securities act of 1933, as amended ( the “ securities act ” ) ) in the absence of an effective registration statement under the securities act or evidence acceptable to us and our counsel, which may include an opinion of counsel, that registration is not required. hedging transactions involving the offered securities may not be conducted unless in compliance with the securities act. any representation to the contrary is a criminal offense. this subscription agreement may not be shown or given to any person other than the person whose name appears on schedule 1 and may not be printed or reproduced in any manner whatsoever. failure to comply with this directive can result in a violation of the securities act. any further distribution or reproduction of this subscription agreement in whole or in part, or the divulgence of any of its contents by an offeree, is unauthorized. by accepting this subscription agreement, you expressly agree to comply with these and the other restrictions contained herein. exhibit 10. 1 subscription agreement by and among china 3c group and the investors listed on schedule 1 dated as of december 20, 2005 the securities offered by this subscription agreement have not been registered with or approved or disapproved by the united states securities and exchange commission, nor has such commission or any state securities bureau, commission or other regulatory authority passed upon or endorsed the merits of this offering or the accuracy or adequacy of this subscription agreement. accordingly, you may not offer or sell the offered securities in the united states or to u. s. persons ( as such term is defined in rule 902 ( k ) promulgated under the securities act of 1933, as amended ( the “ securities act ” ) ) in the absence of an effective registration statement under the securities act or evidence acceptable to us and our counsel, which may include an opinion of counsel, that registration is not | 686 |
subscription | exhibit 4. 5 community west bancshares subscription agreement mail to : computershare trust company, n. a. by mail : computershare trust company n. a. attention : corporate actions community west bancshares rights offering po box 43011 providence, ri # # # - # # # - # # # # by express mail or overnight courier : computershare trust company n. a. attention : corporate actions community west bancshares rights offering 250 royall street, suite v canton, ma 02021 computershare trust company, n. a. computershare trust company, n. a. by mail : computershare trust company n. a. attention : corporate actions community west bancshares rights offering po box 43011 providence, ri # # # - # # # - # # # # by mail : computershare trust company n. a. attention : corporate actions community west bancshares rights offering po box 43011 providence, ri # # # - # # # - # # # # by express mail or overnight courier : computershare trust company n. a. attention : corporate actions community west bancshares rights offering 250 royall street, suite v canton, ma 02021 by express mail or overnight courier : computershare trust company n. a. attention : corporate actions community west bancshares rights offering 250 royall street, suite v canton, ma 02021 the undersigned, having received and read the community west bancshares prospectus dated [ prospectus date ] ( “ prospectus ” ) relating to the offer and sale ( the “ offering ” ) of 9 % convertible subordinated debentures due [ maturity date ] ( “ debentures ” ) does hereby subscribe for the principal amount of debentures set forth in the space below, upon the terms and subject to the conditions specified in the prospectus : principal amount of debentures subscribed for : $ ( in multiples of $ 1, 000 ) principal amount of debentures subscribed for : $ ( in multiples of $ 1, 000 ) applications for subscriptions must be received by not later than five o ’ clock ( 5 : 00 ) p. m., pacific time, on [ pub exp date ], the expiration date of the offering ( subject to extensions or early termination without notice to subscribers ). subscriptions are ir | 687 |
subscription | ( i ) has carefully read this subscription agreement and the term sheet, understands and has evaluated the risks of a purchase of the securities and has relied solely ( except as indicated in subsections ( ii ) and ( iii ) below ) on the information contained in the term sheet and this subscription agreement ; ( ii ) has not relied upon any representations or other information ( whether oral or written ) from the company, or any of its agents other than as set forth in this subscription agreement, the registration rights agreement, the warrant, the term sheet, and the sec documents ; ( iii ) has been provided an opportunity to obtain any additional information concerning the offering, the company and all other information to the extent the company possesses such information or can acquire it without unreasonable effort or expense and the company has made available to the investor all documents and information that the investor has requested relating to an investment in the company ; ( iv ) has been given the opportunity to ask questions of, and receive answers from, the company concerning the terms and conditions of the offering and other matters pertaining to this investment ; and ( v ) has carefully considered and has to the extent the investor believes such discussion necessary, discussed with the investor ’ s professional, legal, tax and financial advisers the suitability of an investment in the company for the investor ’ s particular tax and financial situation and the investor has determined that the securities are a suitable investment for the investor. principal residence address, telephone number and email : secondary residence address and telephone number : the investor has no present intention of becoming a resident of any other state or jurisdiction. name, address, telephone number and facsimile number of employer or business : length of employment or in current position : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ prior employment, positions or occupations during the past five years ( and the inclusive dates of each ) are as follows : nature of occupation position / duties from / to attach additional pages to answer any questions in greater detail, if necessary. each prospective investor should answer the following questions, which pertain to income, tax rate, net worth, liquid assets, and non - liquid assets by including spousal contribution even though the investment shall be held in single name. business or professional education and the degree ( s ) received are as follows : school degree year received nature of occupation position / duties from | 688 |
subscription | exhibit 10. 2 dated 20 december 2019 aen 01 b. v. as issuer and [ * ] as subscriber subscription agreement in relation to eur 2, 150, 000 convertible bonds issue 1 1 1 index clause page contents 1definitions and interpretation 3 2issue and subscription of the bonds 5 3subscription to the bonds 5 4conditions precedent 6 5mandatory cancellation 6 6payment of the subscription price - registration 6 7application of the subscription price 7 8transfer by the subscriber 7 9representations 7 10conduct of business by the subscriber 7 11currency of account 7 12notices 8 13partial invalidity 8 14remedies and waivers 8 15amendments and waivers - subscriber ’ s consent 9 16duration 9 17applicable law and jurisdiction 9 schedule 1 subscriber 10 schedule 2 terms and conditions 11 schedule 3 conditions precedent schedule 4 form of subscription notice schedule 5 notices 1definitions and interpretation 3 2issue and subscription of the bonds 5 3subscription to the bonds 5 4conditions precedent 6 5mandatory cancellation 6 6payment of the subscription price - registration 6 7application of the subscription price 7 8transfer by the subscriber 7 9representations 7 10conduct of business by the subscriber 7 11currency of account 7 12notices 8 13partial invalidity 8 14remedies and waivers 8 15amendments and waivers - subscriber ’ s consent 9 16duration 9 17applicable law and jurisdiction 9 schedule 1 subscriber 10 schedule 2 terms and conditions 11 schedule 3 conditions precedent schedule 4 form of subscription notice schedule 5 notices 1 definitions and interpretation 3 2 issue and subscription of the bonds 5 3 subscription to the bonds 5 4 conditions precedent 6 5 mandatory cancellation 6 6 payment of the subscription price - registration 6 7 application of the subscription price 7 8 transfer by the subscriber 7 9 representations 7 10 conduct of business by the subscriber 7 11 currency of account 7 12 notices 8 13 partial invalidity 8 14 remedies and waivers 8 15 amendments and waivers - subscriber ’ s consent 9 16 duration 9 17 applicable law and jurisdiction 9 schedule 1 subscriber 10 schedule 2 terms and conditions 11 schedule 3 conditions precedent schedule 4 form of subscription notice schedule | 689 |
subscription | exhibit 10. 1 22 february 2016 dear houston american energy corporation tamboran resources limited offer letter - subscription for fully paid ordinary shares. tamboran resources limited ( tamboran or the company ) is offering you, as a sophisticated and professional investor, the opportunity to subscribe for shares in the company ( offer shares ). the amount payable for the offer shares is us $ 1, 000, 000 ( subscription amount ). the offer shares shall constitute 12. 5 % of the issued shares of the company post issue ( including post issue of the tamboran internal placement as defined below ). the offer shares are being offered to you without disclosure pursuant to the operation of section 708 ( 8 ) ( sophisticated investor ) and section 708 ( 11 ) ( professional investor ) of the corporations act. by signing and providing tamboran with your completed application form and confirmation letter, you agree to subscribe for, and tamboran agrees to issue, the offer shares allocated to you in consideration for the receipt by tamboran of the subscription amount upon and subject to the terms set out in this letter. tamboran is legally obliged to issue the number of offer shares for which your application is made upon satisfaction of the conditions precedent set out below and receipt of the subscription amount. the directors of tamboran reserve the right to allot offer shares in full for your application or to allot any lesser number or to decline your application. where the number of offer shares allotted to you is less than the number applied for or where no allotment is made, the money in respect of any shares not allotted to you will be refunded to you by cheque within 28 days. rights attaching to the offer shares the offer shares will rank pari passu in all respects with the existing ordinary shares in tamboran, including the payment of all dividends payable after the date of allotment. for the period ending 18 months after the issue of the offer shares or the date of an ipo, whichever is the earlier, tamboran will update its website on a quarterly basis with new developments concerning its projects in the beetaloo basin and other material operational issues as the board determines appropriate. acceptance of offer shares confirmation letter in accordance with the terms of this offer letter please indicate your acceptance of the offer detailed above by signing and returning the attached application form and confirmation letter. documents should be returned to tamboran resources limited, either via email to | 690 |
subscription | exhibit 10. 1 subscription intent agreement this subscription intent agreement ( the " agreement " ) is entered into by the following parties on july 14, 2018. party a : heilongjiang xinda enterprise group company limited, a limited liability company duly incorporated and existing under the laws of the people's republic of china with its registered address at no. 9, dalian north road, concentration area, haping road, economic development zone, harbin, heilongjiang. party b : changmu investment ( beijing ) co., ltd., a limited liability company duly incorporated and existing under the laws of people's republic of china with its registered address at suite 08a, 08b, 09a, 2201, floor 19, building 1, block 5, guanghua road, chaoyang district, beijing. party c : xinda holding ( hk ) company limited, a limited liability company duly incorporated and existing under the laws of hong kong with its registered address at room 3606, building 36, central center, no. 99 queen's road, central, hong kong. ( party a, party b, and party c shall be referred to individually as a party and collectively as the " parties " ) whereas, 1. party a is a limited liability company incorporated in harbin and existing under the laws of the people's republic of china with registered capital of rmb 336, 600, 000. 2. party b is a limited liability company incorporated in beijing and existing under the laws of the people's republic of china with registered capital of rmb 220, 000, 000. 3. party c is a company incorporated in hong kong and existing under the laws of hong kong holding 100 % of shares of party a. 4. all parties agree after amicable negotiation that party b shall inject rmb 500, 000, 000 ( " investment amount " ) into party a to subscribe for newly authorized registered capital of party a, the amount of which is to be determined ( the " transaction " ). after amicable negotiation, all parties hereby agree on parties'rights and obligations in the transaction as follows. i. payment of the investment amount party b wired the investment amount to a bank account designated by party a on june 29, 2018. ii. parties'rights and obligations 1. all parties hereby acknowledge and agree that party b is entitled to hold the investment amount until definitive investment agreements on the transaction, including but not limited to | 691 |
subscription | mmex mining corporation convertible preffered subscription agreement dated as of march 22, 2011 this convertible preferred subscription agreement ( “ agreement ” ), dated as of march 22, 2011 is by and among mmex mining corporation ( “ mmex “ or “ issuer ” ) ( formerly, management energy, inc ) and william d. gross, ( “ purchaser ” ) whose signatures are shown below. recitals : a. mmex is publicly traded on the otc : bulletin board with 111, 257, 608 shares outstanding. b. mmex has the following assets : 1. net profits interests. certain net profit interest and royalty in the bridger fromberg bear creek coal project near red lodge, montana. 2. carpenter creek, montana : an 80 % interest in the carpenter creek coal prospect ( “ carpenter creek ” ) near round up, montana, which is currently finalizing the purchase and sale agreement for the sale of carpenter creek to corbin robertson jr., the ceo of great northern properties and natural resources partners, a nyse publically listed royalty trust. the purchase price has been established at $ 2, 700, 000. 3. armadillo group holdings corp : an 89. 1 % ownership of armadillo mining corp. ( “ amc ” ), a british virgin islands registered company with assets in colombia. amc has entered into an option agreement, dated january 20, 2011 to acquire 50 % of the colombian metallurgical coal company, c. i. hunza coal ltda. ( “ hunza ” ). hunza owns and operates a mine located in the boyaca province of colombia, which is estimated to contain metallurgical coal resources of 16 million to 90 million tons of high quality metallurgical coal. the hunza mine is permitted and is currently producing and marketing about 1, 000 tons per month. 4. hunza option agreement : the option agreement provides that amc will pay an exclusivity fee of us $ 1. 4 million in stages through march 15, 2011 in order to maintain the option rights. under the option agreement, there are three exclusivity payments. amc has funded the 1st payment of us $ 75, 000 under the option agreement. the second payment of us $ 125, 000 was funded on before january 30, 2011. the 3rd payment of us $ 1, 200, 000 is due on or before march 15, 2011. the 3rd payment of $ 1, 200, 00 | 692 |
subscription | exhibit 10. 1 innovest energy fund subscription agreement ( non - us person ) the attached subscription agreement is the document by which you offer to subscribe for and purchase non - voting redeemable participating shares ( the participating shares ) in innovest energy fund ( the fund ). before completing the subscription agreement, please read the private placement memorandum of the fund and the terms and conditions set out in part b of the subscription agreement. notes on completion of the subscription agreement part a must be completed in full and signed. the appropriate part of schedule 1 must also be completed in full. incomplete subscription agreements will not be accepted. supporting documentation in order to comply with the fund ’ s obligations under the tax information authority law ( as revised ), the regulations, and guidance notes made pursuant to that law, and treaties and intergovernmental agreements entered into by the cayman islands in relation to the automatic exchange of information for tax matters ( collectively aeoi ), to collect certain information about each account holder ’ s tax status, subscribers for participating shares must complete the relevant self - certification form in schedule 1, and provide any additional information that is requested. in addition, in order to comply with any applicable anti - money laundering regulations, subscribers for participating shares are required to provide the documentation specified in the appendix that is appropriate to the category of subscriber. all documents must be originals or copies certified by a suitable person ( such as a lawyer, accountant, director or manager of a regulated institution or a notary public ) as a true copy. where documents are not in english, a notarised translation must be provided. submitting your application for participating shares once completed, a copy of this subscription agreement, the completed schedule 1 and supporting documentation should be sent by email to, with the original to follow by courier to : innovest energy fund address : c / o innovest asset management limited unit b, 17 / f, united centre 95 queensway, admiralty, hong email : * * * @ * * * with a scanned copy by email to the administrator : aurora fund services ( asia ) limited email : operations @ aurorafs. asia attention : investor services subject : innovest energy fund the subscription agreement, together with any supporting documents, must be received by the administrator by no later than 5 : 00 p. m. ( hong kong time ) on the last business day of the initial offering period or by no later than 5 : 00 p. m. ( hong | 693 |
subscription | minimum investment : $ 100, 000 usd ppm no. _ _ _ _ _ _ _ _ _ _ _ _ _ offering price proceeds to the company per unit $ 0. 50 $ 0. 4625 minimum purchase $ 100, 000. 00 $ 92, 500. 00 total maximum offering $ 5, 000, 000. 00 $ 4, 625, 000. 00 offering price proceeds to the company per unit $ 0. 50 $ 0. 4625 minimum purchase $ 100, 000. 00 $ 92, 500. 00 total maximum offering $ 5, 000, 000. 00 $ 4, 625, 000. 00 the date of this memorandum is : january 17, 2007 for further information, please contact : ralph j. thomson, chairman judy crowhurst, business development transnational automotive group, inc. transnational automotive group, inc. direct line # # # - # # # - # # # # direct line # # # - # # # - # # # # e - mail : * * * @ * * * e - mail : * * * @ * * * executive summary 5 summary of the offering 10 risk factors 11 use of proceeds 17 description of the company and its business 18 capital structure / beneficial ownership 35 description of capital shares and options 36 limitation of director and officer liability 38 dividend policy 38 plan of distribution 39 exhibit a - financial statements ( 10 - ksb as of february 28, 2006 ) 43 exhibit b - financial forecast ( projected financial statements ) 70 exhibit c - subscription agreement 72 offering size : $ 5 million stock symbol : tamg founded : 2005 52 - week range 1 / 1 - 12 / 31 / 07 : $. 55 - $ 5. 45 headquarters : los angeles, ca 2007 projected ebitda : $ 4 million url : www. transauto - group. com offering size : $ 5 million stock symbol : tamg url : www. transauto - group. com the impact of an efficient public transportation system introduced to cities that never had one the impact of a worker able to travel to work each day in a fraction of the time or expense previously required the impact of children getting to school safely each day without parents worrying for their safe return after long and exhausting walks the power of workers and students alike having ready access to reliable and cost efficient transportation october 2005 – established formal partnership with the government of cameroon. signed an agreement with the government of cameroon to establish and manage the nation ’ s urban bus system | 694 |
subscription | up to 16, 666, 667 units santa fe gold corporation units consisting of one share of common stock and a warrant to purchase one share of common stock $. 30 purchase price per unit subscription agreement number of units subscribed : price per unit total purchase price $. 30 by : signature of investor print name of investor address : ssn ( or ein ) : by : signature of co - investor ( if any ) print name of co - investor ( if any ) address : by : name : w. pierce carson title : president santa fe gold corporation 1128 pennsylvania ne, suite 200 albuquerque, nm 87110 attn : michael martinez name of bank : bank of america branch number : 33 address : 5007 north dysart road, litchfield park, arizona 85340 phone number : ( 623 ) 547 - 4700 aba routing no : 026 009 593 account no : 000 135 725 157 swift code : bofaus3n name on account : santa fe gold corporation 1128 pennsylvania ne, suite 200 albuquerque, nm 87110 | 695 |
subscription | exhibit 10. 16 commercial lease addendum this addendum to the commercial lease agreement ( this “ agreement ” ) is made this 1st day of may, 2022, by and between stventures llc, an entity located at 1119 keystone way, carmel, in 46032 ( “ landlord ” ) and syra health corp, an entity located at 1119 keystone way, suite 201, carmel, in 46032 ( “ tenant ” ). in consideration of the mutual covenants herein contained, the parties agree as follows : 1. demised premises. the premises leased shall consist of an office space in the building complex ( the “ real property ” ) located at 1119 keystone way suite 201, carmel, in 46032 ( the “ demised premises ” ), depicted and shown in exhibit a - 1 attached hereto and made part of. 1. demised premises. the premises leased shall consist of an office space in the building complex ( the “ real property ” ) located at 1119 keystone way suite 201, carmel, in 46032 ( the “ demised premises ” ), depicted and shown in exhibit a - 1 attached hereto and made part of. 1. demised premises. the premises leased shall consist of an office space in the building complex ( the “ real property ” ) located at 1119 keystone way suite 201, carmel, in 46032 ( the “ demised premises ” ), depicted and shown in exhibit a - 1 attached hereto and made part of. a ) size of premises. the demised premises consists of approximately five thousand nine hundred and seventy eight ( 5978 ) square feet. the square footage of the demised premises shall be determined by measuring from the outside of all exterior walls to the centerline of any demising walls. landlord ’ s architect or building contractor may measure the demised premises to make a final determination of the size. a ) size of premises. the demised premises consists of approximately five thousand nine hundred and seventy eight ( 5978 ) square feet. the square footage of the demised premises shall be determined by measuring from the outside of all exterior walls to the centerline of any demising walls. landlord ’ s architect or building contractor may measure the demised premises to make a final determination of the size. a ) size of premises. the demised premises consists of approximately five thousand nine hundred and seventy eight ( 5978 ) square feet. the square footage of the demised | 696 |
subscription | amended cb subscription agreement this amended cb subscription agreement ( this “ agreement ” ) is made and entered into as of this 18th day of november, 2008 by and between : woori private equity fund, a company duly incorporated and validly existing under the laws of the republic of korea having its principal office at 20fl., youngpoong bldg., 33 seorin - dong, chongno - gu, seoul, korea ( “ woori ” ) ; and cintel corp., a corporation duly incorporated and validly existing under the laws of the state of nevada having its principal office at 9900 corporate campus drive suite 3000 louisville, ky 40223, u. s. a. ( “ cintel ” ). woori and cintel are collectively referred to as the “ parties, ” and individually as a “ party. ” recitals whereas, the parties have entered into the convertible bonds subscription agreement ( the “ convertible bonds subscription agreement ” ) on march 15, 2007. now therefore, the parties hereby desire to amend the convertible bonds subscription agreement. article 1. definition and application the defined contents of the convertible bonds subscription agreement shall have the same meanings as the agreement, unless defined otherwise in this agreement. article 2. clause 6. 2 d. of the convertible bonds subscription agreement section 6. 2. d of the convertible bonds subscription agreement is amended to by deleting the text thereof and inserting the following in its place : put / redemption option : the subscriber shall have put / redemption option as follows : 2. 1 in case cintel does not go through the initial public offering process by october 31, 2009 for any reason not solely attributable to the subscriber, the subscriber shall be entitled to exercise its put option to redeem the partial amount of the principal amount of the bonds to the extent of krw 20 billion and shall be entitled to receive the following amount from cintel : 2. 1 in case cintel does not go through the initial public offering process by october 31, 2009 for any reason not solely attributable to the subscriber, the subscriber shall be entitled to exercise its put option to redeem the partial amount of the principal amount of the bonds to the extent of krw 20 billion and shall be entitled to receive the following amount from cintel : 2. 1 ( a ) the partial amount of the principal amount of the bonds | 697 |
subscription | exhibit 10. 8 certain identified information has been excluded from the exhibit because it is both ( i ) not material and ( ii ) would likely cause competitive harm to the company, if publicly disclosed. double asterisks denote omissions. distributed bio, inc antibody library subscription agreement this antibody library subscription agreement ( “ agreement ” ), effective as of october 11, 2017 ( the “ effective date ” ), is made by and between distributed bio, inc, a california corporation, having offices at 329 oyster point blvd, 3rd floor, south san francisco ca us 94080 ( “ distributed bio ” ) and pandion therapeutics, inc., a delaware corporation, having offices at c / o labcentral, 700 main street, north, cambridge, ma 02139 ( “ subscriber ” or “ client ” ), and sets forth the terms and conditions on which distributed bio will transfer certain materials to subscriber and subscriber ’ s use thereof. distributed bio and subscriber are each referred to herein as a “ party ” or collectively as the “ parties. ” 1. background. distributed bio is willing to transfer the antibody library and other deliverables for use as set forth herein. subscriber desires to obtain the antibody library for the purpose of conducting certain research related to the discovery of antibodies against biological target ( s ) of interest to subscriber and to exercise the rights granted to subscriber herein ( the “ purpose ” ). 2. definitions. an “ agonist ” of an inhibitory receptor is an antibody or other molecule that binds to such inhibitory receptor and induces a biological response, which biological response inhibits or attenuates the activity of the cell bound by such antibody or other molecule. agonists include, without limitation, any antibody or other molecule which may only act as an agonist in a multi - valent format. agonists also include, without limitation, antibodies or other molecules which may act as intrinsic agonists, not requiring a valency of more than one to elicit an agonist effect. agonists include, without limitation, antibodies or other molecules which may act as antagonists in a monovalent format, but as agonists in a multivalent format, dependent on epitope targeted, where an “ antagonist ” of an inhibitory receptor is an antibody or other molecule that prevents such inhibitory receptor from interacting with, and / | 698 |
subscription | exhibit 10. 12 subscription agreement this subscription agreement ( the " agreement " ) is made as of may 20, 2014 ( " effective date " ), by and between owlet baby care ( " subscriber " ), having offices in provo, utah, and ayla networks, inc. ( " ayla " ), having offices at 607 w. california ave., sunnyvale, california 94086. 1 description of services. ayla's services allow manufacturers to build " devices, " which are devices which connect to or interoperate with the services. the " services " consist of ( a ) ayla's web sites located at aylanetworks. com ( the " site " ) ; ( b ) ayla cloud services, a platform that allows subscriber and subscriber's end user customers to view and manage subscriber's use of the service and manage devices ; ( c ) ayla connectivity stacks, which consists of software that enables a device to connect to ayla cloud services ; and ( d ) ayla application libraries, which consist of software that allows subscriber to build applications that allow subscriber's end user customers to access devices and the service ( collectively with ( c ), the " software " ). the services may also include data and other content and printed and electronic documentation provided by ayla ( " documentation " ). any new features added to or augmenting the service are also subject to this agreement. 1 description of services. ayla's services allow manufacturers to build " devices, " which are devices which connect to or interoperate with the services. the " services " consist of ( a ) ayla's web sites located at aylanetworks. com ( the " site " ) ; ( b ) ayla cloud services, a platform that allows subscriber and subscriber's end user customers to view and manage subscriber's use of the service and manage devices ; ( c ) ayla connectivity stacks, which consists of software that enables a device to connect to ayla cloud services ; and ( d ) ayla application libraries, which consist of software that allows subscriber to build applications that allow subscriber's end user customers to access devices and the service ( collectively with ( c ), the " software " ). the services may also include data and other content and printed and electronic documentation provided by | 699 |
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