2- 3 2. Notice of Termination. Any Termination of Employment (other than on account of death) shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 14. For purposes of this Agreement, a "Notice of...Severance Agreement • July 22nd, 1998 • Cell Pathways Holdings Inc • Pennsylvania
1 Exhibit 10.1 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 8th day of October, 1999, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702 Electronic...Purchase Agreement • December 29th, 1999 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
Exhibit 10.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED,...Warrant Agreement • April 10th, 2002 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
EXHIBIT 10.25 CELL PATHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT ("Agreement") made as of January 11, 2002 by and between CELL PATHWAYS, INC., a Delaware corporation ("Company"), and Brian J. Hayden, a resident of the...Non-Qualified Stock Option Agreement • March 22nd, 2002 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
PAGE SECTION 1. DEFINITIONS.................................................1 SECTION 2. VOTING AGREEMENT............................................5 2.1 Charter Documents...........................................5 2.2 Board Size; Voting...Stockholders' Agreement • July 22nd, 1998 • Cell Pathways Holdings Inc • Delaware
1 EXHIBIT 10.7 CELL PATHWAYS, INC. INCENTIVE STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT ("Agreement") made as of November 29, 2000 by and between CELL PATHWAYS, INC., a Delaware corporation ("Company"), and _______, a resident of the State of...Incentive Stock Option Agreement • March 28th, 2001 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
EXHIBIT 10.23Memorandum of Agreement • September 4th, 1998 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Pennsylvania
1 EXHIBIT 10.18 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT is dated as of November 30, 2000 between Cell Pathways, Inc. (together with its successors or assigns as permitted under this Agreement, the "Company") and Martha E. Manning...Change in Control Agreement • March 28th, 2001 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 9th day of November, 2000, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702...Stock Purchase Agreement • November 22nd, 2000 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
1 EXIHIBIT 10.4 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 8th day of October, 1999, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702 Electronic...Purchase Agreement • December 29th, 1999 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
1 Exhibit 10.3 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 8th day of October, 1999, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702 Electronic...Purchase Agreement • December 29th, 1999 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
Exhibit 10.2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 26th day of March, 2002, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702 Electronic...Stock Purchase Agreement • April 10th, 2002 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
LEASE BY AND BETWEENLease Agreement • July 22nd, 1998 • Cell Pathways Holdings Inc • Pennsylvania
EXHIBIT 4.4 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT (this "Amendment"), dated as of February 7, 2003, to the Rights Agreement (the "Rights Agreement"), dated as of December 3, 1998, between CELL PATHWAYS, INC., a Delaware corporation (the...Rights Agreement • March 27th, 2003 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
1. 2 d. Fourth Anniversary: On the fourth anniversary date of this Agreement an quarter of the Optioned Shares will vest provided that Grantee continues to render services to the Company or a subsidiary of the Company on such date.Stock Option Agreement • July 22nd, 1998 • Cell Pathways Holdings Inc • Delaware
EXHIBIT 4.6 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OR...Warrant Agreement • March 27th, 2003 • Cell Pathways Inc /De • Pharmaceutical preparations • New York
ARTICLE 1 TERM OF AGREEMENTEmployment Agreement • March 28th, 2001 • Cell Pathways Inc /De • Pharmaceutical preparations
1 EXHIBIT 10.8 CELL PATHWAYS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT ("Agreement") made as of this 29th day of November, 2000, by and between CELL PATHWAYS, INC., a Delaware corporation ("Company"), and , a resident of the...Non-Qualified Stock Option Agreement • March 28th, 2001 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • February 12th, 2003 • Cell Pathways Inc /De • Pharmaceutical preparations • Delaware
1 Exibit 10.2 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 8th day of October, 1999, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702 Electronic...Purchase Agreement • December 29th, 1999 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
Exhibit 10.5 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 9th day of November, 2000, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702...Stock Purchase Agreement • November 22nd, 2000 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
1 Exhibit 10.2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 9th day of November, 2000, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702...Stock Purchase Agreement • November 22nd, 2000 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
Exhibit 4 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,...Warrant Agreement • November 22nd, 2000 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
2 3 means a written notice which indicates that the Employee's employment will terminate and, if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall not be more than 15 days after the...Severance Agreement • July 22nd, 1998 • Cell Pathways Holdings Inc • Pennsylvania
1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED,...Warrant Agreement • December 29th, 1999 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
ARTICLE 1 TERM OF AGREEMENTEmployment Agreement • March 28th, 2001 • Cell Pathways Inc /De • Pharmaceutical preparations • Pennsylvania
EXHIBIT 10.4 DISTRIBUTION AGREEMENT This Agreement ("Agreement") is made and entered into on January 22, 2002 between: SINCLAIR PHARMACEUTICALS LTD., a corporation duly organized and existing under the laws of England having its place of business at...Distribution Agreement • March 22nd, 2002 • Cell Pathways Inc /De • Pharmaceutical preparations
EXHIBIT 10.4 DISTRIBUTION AGREEMENTDistribution Agreement • May 8th, 2002 • Cell Pathways Inc /De • Pharmaceutical preparations
RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of December 3, 1998 (the "Agreement"), between CELL PATHWAYS, INC., a Delaware corporation (the "Company"), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation (the "Rights Agent"). W I T N E S S E...Rights Agreement • December 18th, 1998 • Cell Pathways Holdings Inc • Pharmaceutical preparations • Delaware
