EXECUTION VERSION REDACTED - AS FILED [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Brackets "[ ]" ARE USED TO INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN OMITTED. CONFIDENTIAL TREATMENT HAS BEEN...Asset Purchase Agreement • March 31st, 2006 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Texas
EXECUTION VERSION REDACTED - AS FILED [PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Brackets "[ ]" ARE USED TO INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN OMITTED. CONFIDENTIAL TREATMENT HAS BEEN...License Agreement • March 31st, 2006 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Texas
WITNESSETHShareholder Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "AGREEMENT") is made as of the 24th day of August, 2005 by and among PacificHealth Laboratories, Inc., a Delaware corporation (the "COMPANY") and Hormel Health Labs, LLC, a Delaware...Securities Purchase Agreement • August 30th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
LICENSE AGREEMENTLicense Agreement • July 5th, 2001 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Pennsylvania
RECITALSInvestors' Rights Agreement • April 15th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
1,200,000 Shares of Common Stock, $.0025 par value PACIFICHEALTH LABORATORIES, INC. SELECTED DEALER AGREEMENTSelected Dealer Agreement • December 17th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
We have agreed as the underwriter (the "Underwriter") named in the enclosed prospectus (the "Prospectus"), subject to the terms and conditions of an Underwriting Agreement dated ___ , 1997 (the "Underwriting Agreement"), to purchase from PACIFICHEALTH LABORATORIES, INC. (the "Company") 1,200,000 shares (the "Firm Shares") of Common Stock, par value $.0025 (the "Common Stock"). We may also purchase as many as 180,000 additional shares of Common Stock (the "Option Shares") from the Company pursuant to Section 2(b) of the Underwriting Agreement. The Firm Shares to be sold by the Company and the Option Shares are sometimes collectively referred to herein as the "Shares" and are more particularly described in the Prospectus, additional copies of which will be supplied in reasonable quantities upon request.
2100 Maury Street, Box 70 Des Moines, IA 50301-0070 KEMIN FAX: 515/266-2258 FOODS, L.C. Phone: 515/266-2111 or 800/777-8307 September 22,1997 Dr. Robert Portman President PacificHealth Laboratories, Inc. 1460 Route 9 North Woodbridge, NJ 07095 Dear...Collaboration Agreement • November 19th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 10.3 STRATEGIC ALLIANCE AGREEMENT ---------------------------- THIS AGREEMENT is made as of the 30th day of March 1995 by and between PacificHealth Laboratories, Inc., a New Jersey corporation (hereinafter referred to as "PHL"), JUNSHI CHEN,...Strategic Alliance Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of __________, 2003, is entered into by and among PacificHealth Laboratories, Inc., a Delaware corporation, with headquarters located at 1480...Registration Rights Agreement • September 29th, 2003 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
EXHIBIT 4.3 SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (the "Agreement") is made as of the 28th day of January, 2005 by and among Pacifichealth Laboratories, Inc., a Delaware corporation (the...Series a Preferred Stock Purchase Agreement • April 15th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
PACIFICHEALTH LABORATORIES, INC. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 17th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
EXHIBIT 10.1 ------------Employment Agreement • September 8th, 2004 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • New Jersey
PACIFICHEALTH LABORATORIES, INC. PROMOTIONAL SHARES LOCK-IN AGREEMENT I. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered into on the 16th of December 1997, by and between PacificHealth Laboratories, Inc. ("Issuer"), whose...Promotional Shares Lock-in Agreement • December 19th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • May 2nd, 2008 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • New Jersey
DRAFT - 01/11/2005 FOR DISCUSSION PURPOSES ONLY] EXHIBIT 4.5 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the "Agreement") is made as of the 28th day of January, 2005 by and among PacificHealth...Right of First Refusal and Co-Sale Agreement • April 15th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
EXHIBIT 4.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), entered into effective this ___ day of __________ 2003, by and among PacificHealth Laboratories, Inc., a Delaware corporation, with headquarters located at...Securities Purchase Agreement • September 29th, 2003 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
SUMMIT CREDIT AGREEMENT BANK (SECURED) AGREEMENT by and between SUMMIT BANK ("BANK") and PacificHealth Laboratories, Inc., ("BORROWER") dated as set forth. 1. DEFINITIONS The terms set forth below shall be defined as follows: 1.1 "Date of Agreement"...Credit Agreement • November 19th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
EXHBIT 10.4 EXCLUSIVE LICENSING AGREEMENT THIS AGREEMENT is made as of the 30th day of March 1995 by and between PacificHealth Laboratories, Inc. (hereinafter referred to as "PHL") and the INSTITUTE OF NUTRITION AND FOOD HYGIENE (hereinafter referred...Exclusive Licensing Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc
RECITALS --------Investors' Rights Agreement • August 30th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
EXHIBIT 4.2 PACIFICHEALTH LABORATORIES, INC. UNDERWRITER'S WARRANT AGREEMENT FOR SHARES Dated as of __________, 1997 UNDERWRITER'S WARRANT AGREEMENT dated as of __________, 1997 between PACIFICHEALTH LABORATORIES,INC., a Delaware corporation with its...Underwriter's Warrant Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") dated December 15, 1997, by and between PacificHealth Laboratories, Inc. (hereinafter the "Company"), a Delaware corporation, and Robert Portman (hereinafter "Employee"). WHEREAS, the...Employment Agreement • December 17th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries • New Jersey
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of __________, 2003, is entered into by and among PacificHealth Laboratories, Inc., a Delaware corporation, with headquarters located at 100 Matawan Rd.,...Registration Rights Agreement • November 10th, 2003 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
EXCLUSIVECustom Manufacturing Agreement • April 15th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Wisconsin
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made and entered into this 1st day of June, 2001 between Pacific Health Laboratories Inc., a Delaware corporation ("Pacific") and Glaxo Wellcome International B.V., a limited liability company...Stock Purchase Agreement • June 14th, 2001 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Pennsylvania
FIRST MONTAUK SECURITIES CORP. Attn: Robert Rabinowitz, Esquire 328 Newman Springs Road Red Bank, NJ 07701 Re: Agreement Not to Sell Ladies and Gentlemen: Reference is made to the proposed initial public offering of shares of Common Stock of...Agreement Not to Sell • December 19th, 1997 • Pacifichealth Laboratories Inc • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to the proposed initial public offering of shares of Common Stock of PacificHealth Laboratories, Inc. (the "Company") to be made pursuant to a Registration Statement (the "Registration Statement") filed with the Securities and Exchange Commission on September 25, 1997, which offering is being underwritten by First Montauk Securities Corp. (the "Underwriter").
EXHIBIT 10.2 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement"), effective as of May 1, 1995 (the "Effective Date"), by and between PacificHealth Laboratories, Inc. (hereinafter the "Company"), a Delaware corporation,...Employment Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
PacificHealth Laboratories, Inc. 1460 Route 9 North Woodbridge, NJ 07095 Attention: Dr. Robert Portman, President Gentlemen: This letter, when executed by the parties hereto, will constitute an agreement between PacificHealth Laboratories Inc. (the...Consulting Agreement • September 25th, 1997 • Pacifichealth Laboratories Inc • New Jersey
EMPLOYMENT AGREEMENTEmployment Agreement • December 3rd, 2007 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • New Jersey
This Employment Agreement ("Agreement") is entered into as of January 3, 2008 (“Effective Date”) by and between PacificHealth Laboratories, Inc. (hereinafter the "Company"), a Delaware corporation, and Jason Ash (hereinafter "Employee").
AMENDMENT NO. 1 TO EXCLUSIVE CUSTOM MANUFACTURING AGREEMENTExclusive Custom Manufacturing Agreement • August 30th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2007 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • New Jersey
This Employment Agreement (“Agreement”) is entered into as of January 1, 2007 (“Effective Date”) by and between PacificHealth Laboratories, Inc. (hereinafter the “Company”), a Delaware corporation, and Robert Portman (hereinafter “Employee”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 11th, 2008 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • New Jersey
RECITALS:Security Agreement • August 30th, 2005 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2007 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 22, 2007 (the “Closing Date”), is entered into by and among PacificHealth Laboratories, Inc., a Delaware corporation, with an office located at 100 Matawan Road, Suite 420, Matawan, New Jersey (the “Company”), and Aquifer Opportunity Fund, L.P. and Marc Particelli (each a “Buyer”, and together, the “Buyers”).
SEPARATION AND RELEASE AGREEMENT (this “Agreement”), dated as of January 27, 2010, between PacificHealth Laboratories, Inc., a Delaware corporation (the “Company”) and Jason Ash (“Ash”).Separation and Release Agreement • January 29th, 2010 • Pacifichealth Laboratories Inc • Medicinal chemicals & botanical products • New Jersey
WHEREAS, Ash’s employment and compensation are governed by the terms of (1) that certain Employment Agreement, dated as of January 3, 2008, between the Company and Ash, as amended by that certain Amendment to Employment Agreement, dated as of August 5, 2008, and that certain Second Amendment to Employment Agreement, dated as of June 19, 2009 (collectively, as amended, the “Employment Agreement”), and (2) that certain Option Certificate issued by the Company to Ash on December 5, 2007, attached hereto as Exhibit A, providing for the grant of non-qualified options exercisable for up to 600,000 shares of the Company’s common stock upon the terms set forth therein (“Option Certificate 1”), and (3) that certain Option Certificate issued by the Company to Ash on June 24, 2009, attached hereto as Exhibit B, providing for the grant of non-qualified options exercisable for up to 200,000 shares of the Company’s common stock upon the terms set forth therein (“Option Certificate 2”, and collective
