1 EXHIBIT 1.1 LARGE SCALE BIOLOGY CORPORATION [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 24th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • New York
OFFICE LEASEOffice Lease • July 24th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • California
1 Exhibit 10.10 --------------------------------------------------------------- ----------------- BUSINESS LOAN AGREEMENTBusiness Loan Agreement • August 4th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • Nevada
1 EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • May 4th, 2001 • Large Scale Biology Corp • Pharmaceutical preparations • Delaware
LEASE FORLease Agreement • April 2nd, 2001 • Large Scale Biology Corp • Pharmaceutical preparations • Maryland
AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN LARGE SCALE BIOLOGY CORPORATION AND AMERICAN STOCK TRANSFER AND TRUST COMPANY AS SUCCESSOR RIGHTS AGENT DATED AS OF JUNE 29, 2005 AMENDING AND RESTATING THE RIGHTS AGREEMENT DATED APRIL 27, 2001 BETWEEN...Rights Agreement • July 6th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • Delaware
This Amended and Restated Rights Agreement between Large Scale Biology Corporation, a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company (the “Rights Agent”) is entered into as of June 29, 2005 and amends and restates in its entirety the Rights Agreement dated as of April 27, 2001 (“Prior Rights Agreement”) between the Company and Equiserve Trust Company, N.A. (“Prior Rights Agent”). Except as otherwise specified herein, references to the “Agreement” mean the Prior Rights Agreement as amended and restated to date, and as may be further amended or restated in accordance herewith.
1 EXHIBIT 10.4 LARGE SCALE BIOLOGY CORPORATION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this _____ day of March, 2000 between Large Scale Biology Corporation, a California corporation (the...Indemnification Agreement • June 29th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement dated January 25, 1999 (the "Agreement") is entered into by and among Large Scale Biology Corporation, a Delaware corporation ("LSB"), Biosource Technologies, Inc., a California corporation ("Biosource"),...Employment Agreement • June 29th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • Maryland
BACKGROUNDLease • April 2nd, 2001 • Large Scale Biology Corp • Pharmaceutical preparations
1 EXHIBIT 10.5 COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 4th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • California
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF LARGE SCALE BIOLOGY CORPORATIONWarrant Agreement • July 24th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2004 • Large Scale Biology Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2004, among Large Scale Biology Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Large Scale Biology CorporationSecurity Agreement • March 30th, 2004 • Large Scale Biology Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the day beginning six months after the date of the Purchase Agreement (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Large Scale Biology Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $2.381, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwis
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2004 • Large Scale Biology Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2004, by and among Large Scale Biology Corporation, a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • July 24th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • California
R E C I T A L SInformation and Registration Rights Agreement • June 29th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • California
RECITALSWarrant Agreement • July 24th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 29th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • Delaware
1 Exhibit 4.2 INFORMATION AND REGISTRATION RIGHTS AGREEMENT This INFORMATION AND REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of October 11, 1990, by and among Biosource Genetics Corporation, a California corporation (the "Company") and...Information and Registration Rights Agreement • June 29th, 2000 • Large Scale Biology Corp • Pharmaceutical preparations • California
RECITALSLease Agreement • April 2nd, 2001 • Large Scale Biology Corp • Pharmaceutical preparations
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of August 5, 2005 by and among Large Scale Biology Corporation, a Delaware corporation (the “Company”), Large Scale Bioprocessing, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Bioprocessing”), and each purchaser identified on the signature page hereto (each an “Investor” and collectively the “Investors”).
AGREEMENT OF SUBLEASESublease Agreement • November 15th, 2004 • Large Scale Biology Corp • Pharmaceutical preparations • Maryland
THIS AGREEMENT OF SUBLEASE (the “Sublease”) is made as of the 4th day of August, 2004, by and between Large Scale Biology Corporation, a Delaware corporation (“Sublandlord”), having an office at 3333 Vaca Valley Parkway, Suite 1000, Vacaville, California 95688, and Advancis Pharmaceutical Corporation, a Delaware corporation (“Subtenant”), having an office at 20425 Seneca Meadows Parkway, Germantown, Maryland, 20876.
Explanatory NoteStock Issuance Agreement • November 15th, 2002 • Large Scale Biology Corp • Pharmaceutical preparations • California
The following agreement has been entered into by certain of our employees in connection with the Company’s Stock Issuance Program under its 2000 Stock Incentive Plan.
AMENDED AND RESTATED PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN LARGE SCALE BIOLOGY CORPORATION AND BRITTANY CAPITAL MANAGEMENT LIMITED Dated August 5, 2005 (Amended and Restated October 12, 2005)Private Equity Credit Agreement • October 14th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 12th day of October, 2005 (this “AGREEMENT”), by and between BRITTANY CAPITAL MANAGEMENT LIMITED, a corporation organized and existing under the laws of the Bahamas (“INVESTOR”), and LARGE SCALE BIOLOGY CORPORATION, a Delaware corporation (the “COMPANY”).
CONSULTING AGREEMENTConsulting Agreement • April 1st, 2002 • Large Scale Biology Corp • Pharmaceutical preparations
This Agreement is made effective this 12th day of November 2001, between Large Scale Biology Corporation a Delaware corporation, hereinafter referred to as the “Company”, with its principal place of business at 3333 Vaca Valley Parkway, Vacaville, California, and William M. Pfann, hereinafter referred to as the “Consultant”, with his principal place of business at 3050 Roundhill Rd., Alamo, CA 94507.
SECURITY AGREEMENTSecurity Agreement • April 21st, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California
THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2005, by and between each of the following: [i] Large Scale Biology Corporation., a Delaware corporation (“LSBC”); and [ii] Predictive Diagnostics, Inc., a Delaware corporation (“PDI”) (LSBC and PDI are each hereinafter referred to as “Borrower” or “Grantor”), each having a mailing address of 3333 Vaca Valley Parkway, Suite 1000, Vacaville, California, 95688; and [iii] Kevin J. Ryan (hereinafter referred to as “Lender” or “Secured Party”), having a mailing address of 16036 Greenwood Road, Monte Sereno, California, 95030.
PATENT SECURITY AGREEMENTPatent Security Agreement • April 21st, 2005 • Large Scale Biology Corp • Pharmaceutical preparations
This PATENT SECURITY AGREEMENT, dated as of April 15, 2005 (this “Agreement”), is made by and among Large Scale Biology Corporation (the “Grantor”), in favor of Kevin J. Ryan (the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2004 • Large Scale Biology Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 2004, by and among Large Scale Biology Corporation, a Delaware corporation (the “Company”), and Kentucky Technology, Inc., a Kentucky corporation (“KTI” or “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California
THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of August 5, 2005, by and between each of the following: [i] Large Scale Biology Corporation., a Delaware corporation (“LSBC”); and [ii] Large Scale Bioprocessing, Inc., a Delaware corporation (“Bioprocessing”) (LSBC and Bioprocessing are each hereinafter referred to as “Borrower” or “Grantor”), each having a mailing address of 3333 Vaca Valley Parkway, Suite 1000, Vacaville, California, 95688; and [iii] the holder or holders of the Company’s Secured Promissory Note dated as of August 5, 2005 and due January 31, 2006 in the original aggregate amount of up to $ 1,000,000.00 (the “Secured Promissory Notes”) (each hereinafter referred to as a “Lender” or “Secured Party” and collectively the “Secured Parties”).
WARRANT TO PURCHASE STOCK OF LARGE SCALE BIOLOGY CORPORATIONWarrant Agreement • October 28th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California
This Warrant certifies that, as a material inducement for Agility Capital, LLC, the original Holder (as defined below) to enter into that certain Loan Agreement (the “Loan Agreement”), dated October 20, 2005, by and between Holder and Large Scale Biology Corporation, a Delaware corporation (the “Company”), the Holder is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time prior to 5:00 p.m. Pacific time on or before December 31, 2015 (the “Expiration Date”) shares of Warrant Stock (as defined below) equal to the Exercise Quantity (as defined below) at a price per share equal to the Exercise Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form substantially in the form attached hereto as Exhibit 1 and, if applicable, payment of the full Warrant Price for the shares of Warrant Stock so purchased in lawful money of the United States. The Exercise
LARGE SCALE BIOLOGY COMPANY STOCK ISSUANCE AGREEMENTStock Issuance Agreement • April 1st, 2002 • Large Scale Biology Corp • Pharmaceutical preparations • California
THIS STOCK ISSUANCE AGREEMENT (the “Agreement”) is made and entered into effective November 1, 2001 (the “Effective Date”), between LARGE SCALE BIOLOGY COMPANY, a Delaware Company (the “Company”) and John D. Fowler, Jr. (“Grantee”).
PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN LARGE SCALE BIOLOGY CORPORATION AND BRITTANY CAPITAL MANAGEMENT LIMITED Dated August 5, 2005Private Equity Credit Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • New York
THIS PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 5th day of August, 2005 (this “AGREEMENT”), by and between BRITTANY CAPITAL MANAGEMENT LIMITED, a corporation organized and existing under the laws of the Bahamas (“INVESTOR”), and LARGE SCALE BIOLOGY CORPORATION, a Delaware corporation (the “COMPANY”).
LARGE SCALE BIOLOGY CORPORATION STOCK PURCHASE SUBSCRIPTION AGREEMENTStock Purchase Subscription Agreement • April 1st, 2002 • Large Scale Biology Corp • Pharmaceutical preparations • California
THIS STOCK PURCHASE SUBSCRIPTION AGREEMENT (the “Agreement”), is made and entered into effective November 1, 2001, between LARGE SCALE BIOLOGY CORPORATION, a Delaware corporation (the “Company”) and John D. Fowler, Jr. (“Purchaser”).
ELEVENTH AMENDMENT TO LEASELease • May 14th, 2004 • Large Scale Biology Corp • Pharmaceutical preparations
THIS ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of December 23, 2003, by and between WOODLAWN FOUNDATION, a California nonprofit mutual benefit corporation (“Landlord”), and LARGE SCALE BIOLOGY CORPORATION, a Delaware corporation (“Tenant”), with reference to the following Recitals:
LOAN AGREEMENT Dated as of October 20, 2005 by and between AGILITY CAPITAL, LLC as Agility and LARGE SCALE BIOLOGY CORPORATION as Borrower TOTAL CREDIT AMOUNT: Up to $1,500,000Loan Agreement • October 28th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California
The information set forth above is subject to the terms and conditions set forth in the balance of this Agreement. The parties agree as follows:
