ContractWarrant Agreement • October 28th, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE SHARES DELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON AND THIS WARRANT AND THE SHARES DELIVERABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE UNITED STATES OR TO A U.S. PERSON UNLESS THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE AND THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT, PROVIDED THAT A PERSON THAT PURCHASED WARRANTS DIRECTLY FROM THE COMPANY FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A BENEFICIAL PURCHASER, THAT IS EXERCISING SUCH WARRANT
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 26, 2005, by and among Forbes Medi-Tech Inc., a corporation continued under the Canada Business Corporations Act, with its principal office at Suite 200 - 750 West Pender Street, Vancouver, British Columbia, V6C 2T8 (the “Company”), and Magnetar Capital Master Fund, Ltd. (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of October 26, 2005, by and between Forbes Medi-Tech Inc., a corporation continued under the Canada Business Corporations Act, with its principal office at 200 – 750 West Pender Street, Vancouver, BC, V6C 2T8 (the “Company”), and Sherpa Asset Management Ltd. (the “Purchaser”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2009 • Forbes Medi-Tech Inc. • Dairy products • British Columbia
The parties wish to modify certain terms of the employment agreement between the Employee and the Company and to re-state such employment agreement on the terms and conditions hereof;
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 9th, 2010 • Forbes Medi-Tech Inc. • Dairy products • New York
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 5th day of August, 2010, between MHT, LLC, a Delaware limited liability company ("Purchaser") and Forbes Medi-Tech Inc., a corporation organized under the British Columbia Business Corporations Act ("Seller").
CREDIT AGREEMENT between PHYTO-SOURCE, L.P. Borrower and SOUTHWEST BANK OF TEXAS, N.A. Lender Dated as of August 4, 2003Credit Agreement • December 4th, 2003 • Forbes Medi Tech Inc • Pharmaceutical preparations • Texas
THIS CREDIT AGREEMENT (this "Agreement") is entered into as of August 4, 2003, between PHYTO-SOURCE, L.P., a Texas limited partnership (the "Borrower"), and SOUTHWEST BANK OF TEXAS, N.A., a national banking association ("Lender").
STOCKHOLDER REPRESENTATION LETTERStockholder Representation Letter • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations
WHEREAS, reference is made to that certain Agreement and Plan of Reorganization (the “Agreement”) to be entered into by and among Forbes Medi-Tech, Inc., a Canadian corporation (“Parent”), Forbes Medi-Tech (Research) Inc., a Delaware corporation (“Merger Sub”), Therapei Pharmaceuticals, Inc., a Delaware corporation (“Therapei”), and John J. Nestor, Jr., as an individual stockholder of Therapei and as Stockholder Representative (the “Stockholder Representative”);
ContractEmployment Agreement • April 5th, 2007 • Forbes Medi Tech Inc • Pharmaceutical preparations • British Columbia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated for reference the 8th day of September, 2004 (the “Reference Date”)
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2007 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
The Employee has experience in the area of broad business and scientific management with an emphasis on drug discovery;
LICENSE & SUPPLY AGREEMENTLicense & Supply Agreement • April 4th, 2007 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
THIS LICENSE & SUPPLY AGREEMENT (“Agreement”) is made as of January 1, 2006 (hereinafter the "Effective Date"), by and between FORBES MEDI-TECH, INC., a corporation existing and organized under the Canada Business Corporation Act, having its headquarters at 750 West Pender Street, Suite 200, Vancouver, B.C. V6C 2T8 (hereinafter referred to as “FORBES”), and PHARMAVITE LLC, a limited liability company existing and organized under the laws of the State of California, having its headquarters at 8510 Balboa Boulevard, Suite 300, Northridge, California 91325 (hereinafter referred to as “PHARMAVITE”).
ASSIGNMENT AGREEMENTAssignment Agreement • August 25th, 2008 • Forbes Medi-Tech Inc. • Pharmaceutical preparations • Ontario
THIS ASSIGNMENT AGREEMENT dated as of August 15, 2008, is entered into by and between FORBES MEDI-TECH (RESEARCH), INC., of 10931 North Torrey Pines Road, La Jolla, California, 92037, USA (“Assignor”) and TRANSITION THERAPEUTICS INC., of 101 College Street, Suite 220, Toronto, Ontario, M5G 1L7 (“Assignee”). Assignor and Assignee are each sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.
MASTER LEASE AGREEMENTMaster Lease Agreement • November 23rd, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations
This MASTER LEASE AGREEMENT ("Lease Agreement"), made as of the above date, is entered into by and between SWBT Capital, LLC (“SWBT”), having a place of business at 5 Post Oak Park, 4400 Post Oak Parkway, Houston, TX 77027, and the Customer named above ("Customer"), having its principal place of business at the address set forth above.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 1st, 2010 • Fmi Holdings Ltd. • Dairy products • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of August, 2010, between Pharmachem Laboratories, Inc., a New Jersey corporation (“Purchaser”) and Forbes Medi-Tech Inc., a corporation organized under the British Columbia Business Corporations Act (“Seller”).
ASSET PURCHASE AGREEMENT BETWEEN TRANSITION THERAPEUTICS (USA) INC. AND FORBES MEDI-TECH (RESEARCH) INC. MADE AS OF AUGUST 15, 2008 McCarthy Tétrault LLP Calgary, AlbertaAsset Purchase Agreement • August 25th, 2008 • Forbes Medi-Tech Inc. • Pharmaceutical preparations • Delaware
WHEREAS the Vendor desires to sell and the Purchaser desires to purchase certain assets of the Vendor upon and subject to the terms and conditions set out in this Agreement;
PAYMENT, AMENDMENT AND RELEASE AGREEMENTPayment, Amendment and Release Agreement • April 2nd, 2009 • Forbes Medi-Tech Inc. • Dairy products • California
THIS PAYMENT, AMENDMENT AND RELEASE AGREEMENT dated as of August 15, 2008, is entered into by and between FORBES MEDI-TECH INC. (“Parent”), FORBES MEDI-TECH (RESEARCH), INC., (“Forbes Research”), JOHN J. NESTOR, JR., (“Nestor”), SEQUENOM, Inc. (“Sequenom”), and W.S. INVESTMENT COMPANY, LLC (“WS”) (Nestor, Sequenom and WS are collectively referred to in this Agreement as the“Therapei Stockholders” and each, a “Therapei Stockholder”.)
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made as of October 25, 2006, by and among Forbes Medi-Tech Inc., (“Forbes”) and John Nestor ( “Promisor”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
The Employee has experience in the area of broad business and scientific management with an emphasis on drug discovery;
DEVELOPMENT AGREEMENTDevelopment Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
THIS DEVELOPMENT AGREEMENT (this “Agreement”), dated as of October 25, 2006 (the “Effective Date”), is entered into by and among FORBES MEDI-TECH (RESEARCH) INC., a Delaware corporation (“Forbes”), THERAPEI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and John J. Nestor, Jr., referred to as “Stockholder Representative” for the purposes of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FORBES MEDI-TECH, INC. FORBES MEDI-TECH (RESEARCH) INC. THERAPEI PHARMACEUTICALS, INC. AND WITH RESPECT TO ARTICLES III, V AND VI ONLY JOHN J. NESTOR, JR. AS STOCKHOLDER REPRESENTATIVE DATED AS OF...Merger Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 24, 2006 by and among FORBES MEDI-TECH, INC., a Canadian corporation (“Parent”), FORBES MEDI-TECH (RESEARCH) INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), THERAPEI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and with respect to Articles III, V and VI hereof, JOHN J. NESTOR, JR. on behalf of himself and as Stockholder Representative (“Nestor”).
FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF AUGUST 4, 2003 BY AND AMONG PHYTO-SOURCE, L.P. AND SOUTHWEST BANK OF TEXAS, N.A.Credit Agreement • November 23rd, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • Texas
This First Amendment to Credit Agreement dated August 4, 2003 (this “First Amendment”) by and between PHYTO-SOURCE, L.P., a Texas limited partnership (the “Borrower”) and SOUTHWEST BANK OF TEXAS, N.A., a national banking association (the “Lender”) is entered into as of the 22nd day of October, 2003.
THIS AGREEMENT is made the 19th, day of June 2006 BETWEEN:Shareholder Agreement • June 21st, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations
FORBES MEDI-TECH INC. a company continued under the laws of Canada whose principal place of business is at Suite 200 750 West Pender Street Vancouver BC Canada V6C 2T8 (“Forbes”); and
TECHNOLOGY ASSIGNMENT AGREEMENT AND AMENDMENTTechnology Assignment Agreement • July 1st, 2003 • Forbes Medi Tech Inc • Pharmaceutical preparations • British Columbia
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having its administrative offices at 2075 Wesbrook Mall, in the City of Vancouver, in the Province of British Columbia, V6T 1Z1
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 23rd, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • Texas
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 29, 2005, between PHYTO-SOURCE, L.P., a Texas limited partnership (“Borrower”) and AMEGY BANK NATIONAL ASSOCIATION, a national banking association and formerly known as Southwest Bank of Texas N.A. (“Lender”). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Credit Agreement (as amended by this Amendment).
SUPPLY AGREEMENTSupply Agreement • April 4th, 2007 • Forbes Medi Tech Inc • Pharmaceutical preparations • New York
This Supply Agreement (this “Agreement”) is dated and effective as of January 1, 2006 between Forbes Medi-Tech Inc., a corporation continued under the Canada Business Corporations Act, having an address at Suite 200 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8 (“Forbes”), and Phyto-Source, L.P., a Texas limited partnership, having a place of business at 12502 Bay Area Boulevard, Pasadena, Texas 77507, USA (“Phyto-Source”).
ContractPurchasing Agreement • July 1st, 2003 • Forbes Medi Tech Inc • Pharmaceutical preparations
CONFIDENTIAL TREATMENT HAS BEEN SUBMITTED WITH RESPECT TO CERTAIN PORTIONS OF THIS EXHIBIT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THOSE PORTIONS ARE DESIGNATED BY "******."
FORBES MEDI-TECH INC. AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of April 28, 2003 Between Forbes Medi-Tech Inc. And Pacific Corporate Trust Company As Rights Agent (amending and restating the Shareholder Rights Plan Agreement...Shareholder Rights Plan Agreement • July 1st, 2003 • Forbes Medi Tech Inc • Pharmaceutical preparations • British Columbia
EXHIBIT “D” To the Agreement and Plan of Reorganization By and Among FORBES MEDITECH, INC., FORBES MEDI-TECH (RESEARCH) INC. THERAPEI PHARMACEUTICALS, INC. AND JOHN J. NESTOR, JR. DATED AS OF OCTOBER 24, 2006 INTENTIONALLY OMITTEDAgreement and Plan of Reorganization • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • July 1st, 2003 • Forbes Medi Tech Inc • Pharmaceutical preparations
Forbes Medi-Tech Inc. having its office at Suite 200-750 West Pender Street, Vancouver, BC, V6C 2T8, Canada (hereinafter referred to as "Forbes").
SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF AUGUST 4, 2003 BY AND AMONG PHYTO-SOURCE, L.P. AND SOUTHWEST BANK OF TEXAS, N.A.Credit Agreement • November 23rd, 2005 • Forbes Medi Tech Inc • Pharmaceutical preparations • Texas
This Second Amendment to Credit Agreement dated August 4, 2003 (this “Second Amendment”) by and between PHYTO-SOURCE, L.P., a Texas limited partnership (the “Borrower”) and SOUTHWEST BANK OF TEXAS, N.A., a national banking association (the “Lender”) is entered into as of the 30th day of July 2004.
INVESTMENT AGREEMENT THIS AGREEMENT made this 19th day of March, 2008,Investment Agreement • April 2nd, 2009 • Forbes Medi-Tech Inc. • Dairy products • Alberta
other person in whose name the Shares are to be issued, as designated in the said notice, shall be deemed, for all purposes, to be the holder of record of such number of fully paid and non-assessable Shares into which this Debenture may be converted on the basis contemplated in Subsection 1(a) and such person or persons shall be entitled to delivery by the Corporation of a certificate or certificates representing such Shares promptly after the exercise of such right of conversion. The Corporation shall thereupon cancel this Debenture to reflect the payment in full of the Principal Amount if the conversion is of the entire Principal Amount hereof or shall endorse this Debenture to reflect a partial payment if the conversion relates to part of the Principal Amount.
EXHIBIT “C” To the Agreement and Plan of Reorganization By and Among FORBES MEDITECH, INC., FORBES MEDI-TECH (RESEARCH) INC. THERAPEI PHARMACEUTICALS, INC. AND JOHN J. NESTOR, JR. DATED AS OF OCTOBER 24, 2006 INTENTIONALLY OMITTED CONFIDENTIALAgreement and Plan of Reorganization • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations
