EXHIBIT 10.3 CONFIDENTIAL TREATMENT RIGHTS AGREEMENT THE RIGHTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. NEITHER...Rights Agreement • November 7th, 2000 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
AGREEMENTContribution Agreement • September 8th, 2000 • Avax Technologies Inc • Biological products, (no disgnostic substances)
NIHLShareholders Agreement • December 16th, 1999 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Missouri
RECITALSSeverance Agreement • March 2nd, 2001 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
BETWEENLease Agreement • March 18th, 1998 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Pennsylvania
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT AVAX Technologies, Inc. 2000 Hamilton Street Suite 204 Philadelphia, PA 19130 Ladies & Gentlemen: The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Securities...Securities Purchase Agreement • April 19th, 2007 • Avax Technologies Inc • Biological products, (no disgnostic substances) • New York
Exhibit 10.10 CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENT THIS AGREEMENT, effective as of November 20, 1995, (the "EFFECTIVE DATE"), by and between THOMAS JEFFERSON UNIVERSITY ("TJU"), a not-for-profit corporation, formed under the laws of the...License Agreement • July 3rd, 1997 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Pennsylvania
RECITALSExclusive License Agreement • July 3rd, 1997 • Avax Technologies Inc • Biological products, (no disgnostic substances) • New Jersey
EXHIBIT 10.5 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated October 28,1999 and effective as of November 1, (the "Effective Date"), by and between AVAX Technologies, Inc., a Delaware corporation (the "Corporation"), and Mr. Warren B. Dudley, an...Employment Agreement • April 1st, 2002 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Missouri
WITNESSETH:Employment Agreement • February 17th, 2000 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
WITNESSETH:Employment Agreement • April 1st, 2002 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.17 SPONSORED RESEARCH AGREEMENT ---------------------------- This Research Agreement (the "Agreement") dated as of May 12, 1997 is entered into by and between The Texas A&M University System ("University"), with principal offices in College...Sponsored Research Agreement • August 14th, 1997 • Avax Technologies Inc • Biological products, (no disgnostic substances)
Amendment to Subscription Agreement-- Lock-Up ProvisionsSubscription Agreement • February 26th, 1997 • Avax Technologies Inc • Biological products, (no disgnostic substances)
November 24, 1998 Mr. Tom Wudarski Office of Research Affairs 1020 Locust Street JAH Room M-5 Philadelphia, Pa. 19107 Dear Tom: By this letter, I would like to formally propose the extension of funding under the Clinical Study and Research Agreement...Clinical Study and Research Agreement • March 31st, 1999 • Avax Technologies Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.4 RESEARCH FUNDING AGREEMENT THIS RESEARCH FUNDING AGREEMENT (the "AGREEMENT") is made as of this ___ day of August, 2000, by and between AVAX TECHNOLOGIES, INC., a Delaware corporation ("AVAX") and GENOPOIETIC, S.A., a French SOCIETE...Research Funding Agreement • September 8th, 2000 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Missouri
EXHIBIT 10.12Lease • April 1st, 2002 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Kansas
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2005 • Avax Technologies Inc • Biological products, (no disgnostic substances) • New York
If YES, please list the number and type of securities of AVAX Technologies, Inc. owned by Investor or any members of that group:
SERIES C CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries C Convertible Preferred Stock and Warrant Purchase Agreement • March 31st, 1999 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
SEVERANCE AGREEMENTSeverance Agreement • December 23rd, 2002 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS SEVERANCE AGREEMENT (the "Agreement") is executed to be effective as of the 14th day of December, 2002, by and between AVAX Technologies, Inc., a Delaware corporation (the "Corporation"), and Warren Dudley ("Executive").
AVAX TECHNOLOGIES, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT Dated as of October 15, 2009Convertible Note and Warrant Purchase Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
AVAX Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to the Purchaser listed on the signature page hereto (the “Purchaser”), $1,400,000.00 aggregate principal amount of the Company’s 6% Convertible Secured Promissory Note due June 1, 2010 (the “Note”) and a warrant to purchase up to 93,333,333 fully paid and non-assessable shares of common stock, par value $.004 per share, of the Company (the “Common Stock”) for $0.015 per share (the “Warrant”) pursuant to this Convertible Note and Warrant Purchase Agreement (the “Agreement”) and the Intellectual Property Security Agreement between the Company and the Purchaser dated October 15, 2009 (the “IP Security Agreement”). The Note will be convertible into shares of Common Stock or other securities of the Company, as more fully described therein.
SECTION 7. AVAX agrees to indemnify and hold HTM and its directors, officers and employees harmless from and against any and all losses, claims, damages, liabilities, costs or expenses arising out of any action or cause of action brought against HTM...Investment Banking Agreement • May 7th, 1997 • Avax Technologies Inc • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2008 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
AVAX TECHNOLOGIES, INC., a Delaware corporation with offices at 2000 Hamilton Street, Suite 204, Philadelphia, PA 19103 USA (the “Corporation”); and
February 5, 2003Retention Bonus; Amendment to the Employment Agreement • March 31st, 2003 • Avax Technologies Inc • Biological products, (no disgnostic substances)
Retention Bonus; Amendment to the Employment Agreement between Richard P. Rainey and AVAX Technologies, Inc. (the "Corporation") dated October 8, 2001 and effective as of March 26, 2001 (the "Employment Agreement")
Exhibit 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2000 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
STOCK OPTION AGREEMENT (NON-PLAN OPTION) AVAX TECHNOLOGIES, INC.Stock Option Agreement • April 3rd, 2006 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of __________, 20___, between AVAX TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and _________________________ (the “Optionee”), an individual.
LICENSE AGREEMENTLicense Agreement • July 3rd, 1997 • Avax Technologies Inc • Biological products, (no disgnostic substances)
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated October 15, 2009, is made by AVAX TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (the “Borrower”) and AVAX INTERNATIONAL IP HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (the “IP Sub” and together with the Borrower, “AVAX”) in favor of FIREBIRD GLOBAL MASTER FUND, LTD., a Cayman Islands exempted company (the “Lender”).
PRODUCTION AGREEMENTProduction Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Illinois
This Production Agreement (“Agreement”) is made and entered into as of this 26th day of January, 2007 by and between AVAX Technologies, Inc., a New York corporation with headquarters located at 2000 Hamilton Street Suite 204, Philadelphia, Pennsylvania 19130 (“AVAX”), and Cancer Treatment Centers of America, Inc., an Illinois corporation with headquarters located at 1336 Basswood Road, Schaumburg, Illinois 60173 (“CTCA”).
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Illinois
This Patent Sublicense Agreement (“Sublicense Agreement”) is entered into and made as of April 27, 2009 (“Effective Date”) between AVAX Technologies, Inc. (“AVAX”), a New York corporation having a place of business at 2000 Hamilton Street, Suite 204, Philadelphia, Pennsylvania 19130, and Cancer Treatment Centers of America, Inc. (“CTCA”), an Illinois corporation having a place of business at 1336 Basswood Road, Schaumburg, Illinois 60173.
FORM OF AMENDMENT NO. 3 TO andConvertible Note and Warrant Purchase Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This Amendment No. 3 to Convertible Note and Warrant Purchase Agreement and Convertible Promissory Note (this “Amendment”) is entered into effective as of October 15, 2009, by and between AVAX Technologies, Inc., a Delaware corporation (the “Company”), and each of the purchasers (the “Purchasers”) of the Company’s 6% Convertible Notes due March 31, 2009 (the “Notes”) issued pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008, by and between the Company and the Purchasers, as amended by that certain Amendment to Convertible Note and Warrant Purchase Agreement, dated as of October 24, 2008, and by that certain Amendment No. 2 to Convertible Note and Warrant Purchase Agreement and Convertible Promissory Note, dated as of January 31, 2009 (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of October 15, 2009, is between Cancer Treatment Centers of America, Inc., an Illinois corporation (“CTCA”) and Firebird Global Master Fund Ltd., a Cayman Islands exempted company (“FIREBIRD”).
STOCK OPTION AGREEMENT AVAX TECHNOLOGIES, INC. 2001 STOCK OPTION PLANStock Option Agreement • April 3rd, 2006 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of _______________, _____, between AVAX TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and _________________________ (the “Optionee”), an individual, in accordance with the Company’s 2001 Stock Option Plan (the “Plan”).
ContractConvertible Promissory Note • November 19th, 2008 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO THAT CERTAIN CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, DATED OCTOBER 24, 2008, BY AND AMONG THE COMPANY AND THE PURCHASERS NAMED THEREIN.
AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • February 4th, 2011 • Avax Technologies Inc • Biological products, (no disgnostic substances) • Delaware
This AMENDMENT (the “Amendment”) to the Intercreditor Agreement, dates as of October 15, 2009 (the “Agreement”) between Cancer Treatment Centers of America, Inc., an Illinois corporation (“CTCA”) and Firebird Global Master Fund Ltd., a Cayman Islands exempted company (“Firebird”), is made and entered into, effective as of May 31, 2010, and the Agreement is hereby amended as follows:
ContractEmployment Agreement • February 1st, 2008 • Avax Technologies Inc • Biological products, (no disgnostic substances) • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of this 1st day of December, 2007, is entered into by AVAX Technologies, Inc., a Delaware corporation with its principal place of business at 2000 Hamilton Street, Suite 204, Philadelphia, PA (the “Company”), and Francois Martelet, M.D. (“Employee”).
