Oncovista Innovative Therapies, Inc Sample Contracts

RECITALS
License Agreement • May 24th, 2001 • Aviation Upgrade Technologies Inc • California
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FOIA CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THE EXHIBIT HERETO MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Stock Purchase Agreement • December 23rd, 2010 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations

The Sellers 1 to 14 together the Sellers and each a Seller, and the Sellers and the Purchaser each a Party and together the Parties.

AMENDMENT TO MEDIA ADVERTISING AGREEMENT
Media Advertising Agreement • May 12th, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations

The following provisions (the “Amendment”) are hereby incorporated into, and are hereby made a part of, that certain Media Advertising Agreement, dated February 8, 2011 (the “Agreement”), by and between MJD Media, LLC, a New York limited liability company (“Consultant”) and OncoVista Innovative Therapies, Inc., a Nevada corporation (the “Company”) and such provisions are effective as of the date hereof (the “Effective Date”). All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement.

HealthPro BioVentures LLC
Advisor Agreement • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations

This letter agreement (this “Agreement”) confirms our understanding with respect to your engagement of HealthPro BioVentures LLC (“HealthPro”) to serve as a non-exclusive “Advisor” with respect to the matters set forth herein to OncoVista Innovative Therapies, Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 5.

Re: Purchase of _____________ shares that are "free-trading" (the "Common Stock") of Aviation Upgrade Technologies, Inc., a Nevada corporation ("Aviation Upgrade Technologies"), pursuant to this Share Purchase Agreement (the "Agreement")
Share Sale/Purchase Agreement • August 22nd, 2007 • Aviation Upgrade Technologies Inc • Motor vehicle parts & accessories

The undersigned (the "Buyer") offers to purchase _____________ shares of Common Stock of Aviation Upgrade Technologies from you (the "Seller") as follows:

Media Advertising Agreement
Media Advertising Agreement • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations • New York

This Agreement (“The Agreement”) is made this 8 th day of Febuary 2011, by and between MJD Media LLC. located at 48 Wall Street, 11th Floor, New York, New York 10005 hereinafter sometimes referred to as Consultant and OncoVista Innovative Therapies, Inc. located at 14785 Omicron Drive, Suite 104 San Antonio, TX 78245-3222 hereinafter sometimes referred to as the Company.

EMPLOYEE EMPLOYMENT AGREEMENT
Employee Employment Agreement • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations • Texas

THIS EMPLOYEE EMPLOYMENT AGREEMENT (the “Agreement”) is made, entered into, and effective as of November 1, 2010 (“Effective Date”) by and between OncoVista Innovative Therapies, Inc., a Delaware corporation (the “Company”), and Tamas Bakos, an individual (the “Employee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made, entered into, and effective as of January 3, 2011 (“Effective Date”) by and between OncoVista Innovative Therapies, Inc., a Delaware corporation (the “Company”), and Michael Moloney, an individual (the “Executive”).

Contract
Securities Purchase Agreement • August 22nd, 2007 • Aviation Upgrade Technologies Inc • Motor vehicle parts & accessories • New York

SECURITIES PURCHASE AGREEMENT, dated as of August 16, 2007 (the “Agreement”), among ONCOVISTA, INC., a Delaware corporation with offices located at 14785 Omicron Drive, Suite 104, San Antonio, Texas 78245 (“OncoVista”); TORBJÖRN B. LUNDQVIST, an individual residing at 1001 Christy Way, Fallbrook, CA 92028 (the “Seller”); and AVIATION UPGRADE TECHNOLOGIES, INC., a Nevada corporation with offices located at 1001 Christy Way, Fallbrook, CA 92028 (the “Company”).

NEW MILLENNIUM PR COMMUNICATIONS
Public Relations/Media Services Contract • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations

This letter when signed by you confirms retaining New Millennium PR. Com., Inc. (“New Millennium”) as media relations counsel for a 3 month period beginning, Tuesday February 1, 2011. The monthly fee for our public relations/media services for the period stated above will be $4,000.00 per month along with 8, 333 five-year warrants per month to purchase shares of common stock at the current market price at the time of signing of this contract.

AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 26, 2007 AMONG AVIATION UPGRADE TECHNOLOGIES, INC., a Nevada corporation, ONCOVISTA ACQUISITION CORP., a Delaware corporation and ONCOVISTA, INC., a Delaware corporation
Merger Agreement • October 29th, 2007 • Aviation Upgrade Technologies Inc • Motor vehicle parts & accessories • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2007 (the “Agreement”), among AVIATION UPGRADE TECHNOLOGIES, INC., a Nevada corporation with executive offices located at 14785 Omicron Drive, Suite 104, San Antonio, Texas 78245 (“AVUG”), ONCOVISTA ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of AVUG with executive offices located at 14785 Omicron Drive, Suite 104, San Antonio, Texas 78245 (“Acquisition”), and ONCOVISTA, INC., a Delaware corporation with executive offices located at 14785 Omicron Drive, Suite 104, San Antonio, Texas 78245 (“OncoVista”). OncoVista, in its capacity as the surviving corporation, is hereinafter sometimes referred to as the “Surviving Corporation,” and Acquisition and OncoVista are hereinafter sometimes referred to as the “Constituent Corporations”.

CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations • Texas

This Consulting Agreement (the “Agreement”) dated as of January 3, 2011 is by and between OncoVista Innovative Therapies, Inc., a Nevada corporation (“OncoVista”), and FACT Consulting, LLC, a Texas limited liability company located at 30907 Keeneland Drive, Fair Oaks, Texas 78015 (“Consultant”).

Confidential and privileged Stock Purchase Agreement as of 28 October 2010
Stock Purchase Agreement • November 15th, 2010 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations

The Sellers 1 to 14 together the Sellers and each a Seller, and the Sellers and the Purchaser each a Party and together the Parties.

LEASE AGREEMENT BETWEEN LIPITEK INTERNATIONAL, INC., AS LANDLORD, AND ONCOVISTA, INC., AS TENANT DATED JANUARY 3, 2011
Lease Agreement • March 31st, 2011 • Oncovista Innovative Therapies, Inc • Pharmaceutical preparations

Lease Date: January 3, 2011 Landlord: Lipitek International, Inc., a Delaware corporation Tenant: Oncovista, Inc., a Delaware corporation Premises: Unit Nos. 1, 2 and 3, containing 5,725 rentable square feet, in the office building commonly known as Texas Research Park (the “Building”), and whose street address is 14785 Omicron Drive, San Antonio, Texas 78245, together with the right to use the Common Areas of the Building. The Premises are outlined on the plan attached to the Lease as Exhibit A. The term “Project” shall collectively refer to the Building, the land on which it is located and the driveways, parking facilities, and similar improvements and easements associated with the foregoing or the operation thereof. Term: 36 full calendar months, plus any partial month from the Commencement Date to the end of the month in which the Commencement Date falls, starting on the Commencement Date and ending at 5:00 p.m. local time on the last day of _______, subject to adjustment and earli

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