Exhibit 10.19 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,...Warrant Agreement • April 15th, 2005 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
Exhibit 10.18 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT --------------------------- THIS AGREEMENT, made as of this 20th day of June, 2003 by and between Manhattan Scientifics, Inc., a Delaware Corporation having an address at 405 Lexington...Loan and Security Agreement • April 15th, 2004 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Exhibit 10.7 LEASE AGREEMENT This LEASE AGREEMENT is entered into this 24th day of APRIL, 1998, by and between LOS ALAMOS ECONOMIC DEVELOPMENT CORPORATION, a New Mexico corporation ("Landlord") and MANHATTAN SCIENTIFICS, INC. ("Tenant"); WHEREAS,...Lease Agreement • December 8th, 1999 • Manhattan Scientifics Inc • New Mexico
LICENSE AGREEMENT AGREEMENT, made this 11th day of January, 1998, by and between Robert Glenn Hockaday, an individual whose principal residence is 3025 Arizona Avenue, Los Alamos, NM 87544 ("Licensor") and DKY, Inc., a New Mexican corporation having...License Agreement • December 8th, 1999 • Manhattan Scientifics Inc • New York
March 7, 2000Option Agreement • March 29th, 2000 • Manhattan Scientifics Inc • Non-operating establishments • New York
275,000.00 ew York, New York ate: As of August 19, 1999Note • April 15th, 2004 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
Technology License Agreement This Technology License Agreement (this "Agreement") is made and entered into effect as of ___________, 2003 (the "Effective Date") by and among Manhattan Scientifics, Inc., a Delaware corporation with its office at 405...Technology License Agreement • July 25th, 2005 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
RECITALS:Merger Agreement • December 8th, 1999 • Manhattan Scientifics Inc • Delaware
Executed Document Control Number 99-32-00729 Ex-10.5 LICENSE OPTION AGREEMENTLicense Option Agreement • December 8th, 1999 • Manhattan Scientifics Inc • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2014 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2014, among Manhattan Scientifics, Inc. a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”); and
ContractTechnology Transfer Agreement • January 26th, 2011 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an ***.
ContractPatent License Agreement • November 22nd, 2010 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an [***].
Acquisition Option Agreement of Scientific Nanomedicine, Inc., from Edward R. Flynn, Ph.D., by Manhattan Scientifics, Inc.Acquisition Option Agreement • November 22nd, 2010 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
This Acquisition Option Agreement (“Agreement”) is made by and among Senior Scientific LLC, a New Mexico limited liability company having a place of business in Albuquerque, NM (“SS”), Edward R. Flynn, Ph.D. ("Dr. Flynn"), Scientific Nanomedicine, Inc., a Delaware corporation ("SNMI") and Manhattan Scientifics, Inc., a Delaware corporation having a place of business in New York, New York (“MSI”), and is effective as of ____________ (the “Effective Date”).
PATENT SUBLICENSE AGREEMENTPatent Sublicense Agreement • May 8th, 2019 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
This Patent Sublicense Agreement (this “Sublicense Agreement”) dated as of May 1, 2019 (the “Effective Date”) is made and entered into by and between MANHATTAN SCIENTIFICS, INC., a Delaware corporation having its principal place of business at The Chrysler Building, 26th Floor, 405 Lexington Avenue, New York, New York 10174 (“MSI”) and [**] with offices located at [**] (“LICENSEE”).
Imagion Biosystems, Inc. NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 1st, 2016 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Nevada
This NOTE PURCHASE AGREEMENT (this “Agreement”), is entered into as of 10 Nov. 2016, by and among Imagion Biosystems, Inc., a Nevada corporation (the “Company”), Manhattan Scientifics, Inc., a Delaware corporation and the sole owner of shares of the Company (the “Parent”) and the investors listed on the Investor Signature Pages attached hereto as Exhibit A (collectively, the “Investors”). Each party to this Agreement is referred to herein as a “Party,” and they are referred to collectively as the “Parties.”
MANHATTAN SCIENTIFICS, INC. The Chrysler BuildingConsulting Agreement • April 1st, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
Reference is hereby made to the Agreement. The parties hereby agree to amend and restate Section 3(b) of the Agreement as follows:
SUBSCRIPTION AGREEMENT MANHATTAN SCIENTIFICS, INC.Subscription Agreement • December 11th, 2014 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Utah
Manhattan Scientifics, Inc. (the "Company") has authorized for sale up to 23,000,000 shares of Common Stock (“Common Stock”) on a “best efforts” basis for the maximum offering of $2,530,000. The undersigned hereby subscribes for the Shares and for the Subscription Price (as defined on the signature page attached hereto). The shares of Common Stock offered for sale by the Company are hereinafter referred to as the Shares. There is no escrow in this offering. The Company will be entitled to use the proceeds individually upon receipt.
GUARANTY AND SECURITY AGREEMENT Dated as of April 3, 2013Guaranty and Security Agreement • April 9th, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
In order to induce the lenders listed on the signature page hereto (hereinafter the “Holders” and individually, a “Holder”) to extend credit to Senior Scientific, LLC, a New Mexico limited liability company (hereinafter the “Borrower”), pursuant to the terms of that certain Convertible Note Purchase Agreement, of even date herewith, among the Borrower, the Holders and the undersigned, a copy of which is attached hereto as Exhibit “A”, as the same may be amended, restated, supplemented, or otherwise modified in accordance with the terms thereof (hereinafter, the “Note Purchase Agreement”), and the Convertible Promissory Notes of Borrower issued or to be issued under the terms of the Note Purchase Agreement for the principal amount of up to Two Million Five Hundred Thousand Dollars ($2,500,000), a copy of which is attached hereto as Exhibit “B” (hereinafter the “Notes”), Manhattan Scientifics, Inc., a Delaware limited liability company and sole member of Borrower (hereinafter referred to
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
CONSULTING AGREEMENT, dated as of June 1, 2011, by and between MANHATTAN SCIENTIFICS, INC., a Delaware corporation with its principal place of business located at 405 Lexington Avenue, 26th Floor, New York, New York 10174 (the “Company”), and V. Gerald Grafe, an individual with a principal place of business located at [*] (“Consultant”).
EXCLUSIVE INTELLECTUAL PROPERTY LICENSE AND ROYALTY AGREEMENTExclusive Intellectual Property License and Royalty Agreement • May 8th, 2019 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
This Exclusive Intellectual Property License and Royalty Agreement (the “Agreement”) dated as of May 1, 2019 (the “Effective Date”) is made and entered into by and between Manhattan Scientifics, Inc., a Delaware corporation having its principal place of business at The Chrysler Building, 26th Floor, 405 Lexington Avenue, New York, New York 10174 (“MSI”), and [**] with offices located at [**] (“LICENSEE”). This Agreement supersedes and replaces that certain Non-Exclusive Intellectual Property Agreement between MSI and LICENSEE dated as of December 17, 2018 (the “Prior Agreement”).
RESEARCH AND DEVELOPMENT AGREEMENT AGREEMENT (this "Agreement") made this 11th day of January, 1998, by and between Energy Related Devices, Inc., a New Mexico corporation having its principal office at 3025 Arizona Avenue, Los Alamos, New Mexico 87544...Research and Development • December 8th, 1999 • Manhattan Scientifics Inc • New York
Acquisition Option AgreementAcquisition Option Agreement • March 25th, 2011 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
This Acquisition Option Agreement (“Agreement”) is made by and among Senior Scientific LLC, a New Mexico limited liability company having a place of business in Albuquerque, NM (“SS”), Edward R. Flynn, Ph.D. ("Dr. Flynn"), Scientific Nanomedicine, Inc., a Delaware corporation ("SNMI") and Manhattan Scientifics, Inc., a Delaware corporation having a place of business in New York, New York (“MSI”), and is effective as of February 8, 2010 (the “Effective Date”).
ContractAgreement and Bill of Sale • May 8th, 2019 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
[**] Marked information has been omitted from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
AGREEMENT AND PLAN OF MERGER In consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, DKY, Inc., a New Mexico business corporation (Merging Corporation) and Tamarack Storage...Merger Agreement • December 8th, 1999 • Manhattan Scientifics Inc • New York
STOCK PURCHASE AGREEMENT AMONG MANHATTAN SCIENTIFICS, INC., METALLICUM, INC. AND THE SHAREHOLDERS OF METALLICUM, INC. Dated June o, 2008Stock Purchase Agreement • April 9th, 2010 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New York
THIS STOCK PURCHASE AGREEMENT is made as of June [•], 2008 (the “Agreement”), among Manhattan Scientifics, Inc., a corporation existing under the laws of Delaware (the “Purchaser”), Metallicum, Inc., a corporation existing under the laws of New Mexico (“Metallicum”), and the shareholders of Metallicum listed on Schedule 1 hereof (collectively the “Sellers”).
Beglaubigte Abschrift INTELLECTUAL PROPERTY ASSIGNMENT AND RESEARCH AND DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of this 6th day of August, 1999 by and between MANHATTAN SCIENTIFICS, INC., a publicly traded Delaware (USA) corporation having...Intellectual Property Assignment and Research and Development Agreement • December 8th, 1999 • Manhattan Scientifics Inc • New York
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 6th, 2011 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
THIS AGREEMENT, dated May 31, 2011, by and among Manhattan Scientific, Inc., a Delaware corporation (“Manhattan”), Scientific Nanomedicine, Inc., a Delaware corporation (“Nanomedicine”), Edward, R. Flynn (“Flynn”), and Edward R. Flynn and Maureen A. Flynn, as Co-Trustees of the Edward R. Flynn and Maureen A. Flynn Revocable Trust u/t/a dated 10/25/2006 (“Trust”), the sole share shareholder of Nanomedicine.
OVERARCHING AGREEMENTOverarching Agreement • May 8th, 2019 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
THIS OVERARCHING AGREEMENT (“Agreement”), dated as of May 1, 2019 (the “Effective Date”), is entered into by and between [**](“ACQUIROR”), [**] company affiliated with ACQUIROR (“ACQUIROR SUBSIDIARY” and together with ACQUIROR, the “ACQUIROR Parties”), Metallicum, Inc., a New Mexico corporation (“Metallicum”) and Manhattan Scientifics Corporation, a Delaware Corporation (“MSI” and together with Metallicum, the “MSI Parties”) under the following general recitals. Each of ACQUIROR Parties and the MSI Parties are referred to herein as a “Party” and collectively as the “Parties.”
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 9th, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), is entered into as of April 3, 2013, by and among Senior Scientific, LLC, a New Mexico limited liability company (the “Company”), Manhattan Scientifics, Inc., a Delaware corporation and the parent entity of the Company (the “Parent”) and the investors listed on the Investor Signature Pages attached hereto as Exhibit A (collectively, the “Investors”). Each party to this Agreement is referred to herein as a “Party,” and they are referred to collectively as the “Parties.”
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated June 1, 2006 by and between Manhattan Scientifics, Inc., ("NISI") and Marvin Maslow he "Executive") (collectively, the -'Parties"). WHEREAS, MSI desires to continue to employ Executive...Employment Agreement • August 14th, 2006 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New York
Purchase Agreement among Senior Scientific LLC, Edward R. Flynn, Ph.D., and Manhattan Scientifics, Inc.Purchase Agreement • June 6th, 2011 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
This Purchase Agreement (“Agreement”), dated as of May 31, 2011, is made by and among Senior Scientific LLC, a New Mexico limited liability company having a place of business in Albuquerque, NM (“SS”), Edward R. Flynn, Ph.D. ("Dr. Flynn") and Manhattan Scientifics, Inc., a Delaware corporation having a place of business in New York, New York (“MSI” and together with SS and Dr. Flynn, the “Parties”).
MANHATTAN SCIENTIFICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2013 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between MANHATTAN SCIENTIFICS, INC., a Delaware corporation (“Company”) and Emmanuel Tsoupanarias (“Executive”), and is effective on the date of the last signature between the Company and Executive on the signature page hereto.
SETTLEMENT — MEMORANDUM OF AGREEMENTSettlement Agreement • April 9th, 2010 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies
ContractTechnology Transfer Agreement • November 16th, 2009 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 406 under the Securities Act of 1933, and Rule 24b-2, under the Securities Exchange Act of 1934, Redacted portions of this exhibit are marked by an ***.
EXCLUSIVE FIELD-OF-USE PATENT LICENSE AGREEMENT BETWEEN LOS ALAMOS NATIONAL SECURITY, LLC AND Manhattan Scientifics, Inc.Patent License Agreement • March 25th, 2011 • Manhattan Scientifics Inc • Miscellaneous electrical machinery, equipment & supplies • New Mexico
This license agreement (“License Agreement”) is entered into by and between LOS ALAMOS NATIONAL SECURITY, LLC, a Delaware company having its principal place of business at P.O. Box 1663, Los Alamos, NM 87545, hereinafter referred to as the “Licensor,” and Manhattan Scientifics, Inc., (MSI) a Delaware corporation having offices at The Chrysler Building; 32nd Floor; 405 Lexington Avenue; New York, NY 10174, hereinafter referred to as the “Licensee,” the parties to this License Agreement being referred to individually as a “Party,” and collectively as “Parties.”
