Axm Pharma Inc Sample Contracts

R E C I T A L S : -----------------
Stock Purchase Agreement • April 18th, 2001 • Whole Sale on the Net Inc • Services-business services, nec
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AGREEMENT
Securities Purchase Agreement • June 25th, 2004 • Axm Pharma Inc • Pharmaceutical preparations • New York
OF
Axm Pharma Inc • June 25th, 2004 • Pharmaceutical preparations • New York
RECITALS
Consulting Agreement • May 11th, 2001 • Whole Sale on the Net Inc • Services-business services, nec • Texas
RECITALS
Share Exchange Agreement • February 11th, 2003 • Wickliffe International Corp • Services-business services, nec • Delaware
Contract
Axm Pharma Inc • August 9th, 2005 • Pharmaceutical preparations • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR AXM PHARMA, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXM PHARMA, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (this "Agreement") is made and entered into as of April 19 , 2005, by and among AXM Pharma, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of April 19 , 2005 by and among AXM PHARMA, INC. and THE PURCHASERS LISTED ON EXHIBIT A
Note and Warrant Purchase Agreement • April 20th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • New York
AGREEMENT
Securities Purchase • January 2nd, 2004 • Axm Pharma Inc • Pharmaceutical preparations • Nevada
Marketing Agreement
Marketing Agreement • April 15th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Nevada

This AGREEMENT (the “Agreement”) made and entered into this __ day of September 2004, by and between Aurelius Consulting Group, Inc., located at Maitland City Plaza, 225 S. Swoope Ave, Suite 214, Maitland, Florida 32751 (hereinafter referred to as “ACG“) and AXM Pharma, Inc.. (hereinafter referred to as the “Company”), located at 4695 MacArthur Court, 11th Floor, Newport Beach, CA 92660

Agreement of Mortgage of Maximum Amount for Real Estate
Axm Pharma Inc • April 20th, 2005 • Pharmaceutical preparations

Whereas AXM Pharma (Shenyang) Inc. (hereinafter “borrower”) and the mortgagee (the lender) signed a series of loan agreements (hereinafter “loan agreements”) according to the term and the amount of creditor’s right in clause 2.1 under the agreement. In order to ensure the implementation of the creditor’s right, the mortgagor would take the following property as mortgaged property and entitle the mortgagee to have priority in satisfying his claim. After negotiation on equal basis, the following agreement was reached by both parties to abide by.

Short-term loan agreement of Shanghai Pudong Development Bank
Loan Agreement • April 20th, 2005 • Axm Pharma Inc • Pharmaceutical preparations

Whereas the borrower proposes short-term loan to the lender, as per related law, regulations and rules of P.R.C., the following agreement was reached by both parties to abide by.

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • April 20th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • New York

WHEREAS, the Grantor has issued or will issue separate secured convertible promissory notes to the Secured Parties (the “Notes”) pursuant to a Note and Warrant Purchase Agreement dated as of April 19 , 2005 (the “Purchase Agreement”), by and among the Grantor and the Secured Parties; and

Transition Agreement
Transition Agreement • September 29th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Nevada

This Agreement is made as of September 25, 2005, by and between AXM Pharma, Inc., a Nevada company with its principal offices at 7251 West Lake Mead Blvd, Suite 300 Las Vegas, Nevada, 89128 (the “Company”); Wei Shi Wang (the “Shareholder”) and Tripoint Capital Advisors, LLC, a Maryland limited liability company, with its principal offices at 400 Professional Drive, Suite 310, Gaithersburg, Maryland 20879; The MacLellan Group, LLC, a California company, with its principal offices at 8324 Delgany Avenue, Playa del Rey, California 90293; Law Offices of Louis E. Taubman, PC, a New York Professional Corporation, with its principal offices at 225 Broadway, Suite 1200, New York, New York 10007; Investor Communications Company, LLC., a Maryland limited liability company, with its principal offices at 400 Professional Drive, Suite 310, Gaithersburg, Maryland 20879; Douglas MacLellan; Mike Boswell; Louis Taubman; Mark Elenowitz; and Tom Bostic Smith (referred to individually as a “Transitioning

Equity Interest Transfer Agreement
Interest Transfer Agreement • July 6th, 2006 • Axm Pharma Inc • Pharmaceutical preparations

This Equity Interest Transfer Agreement ("Agreement") is entered into as of the May 21, 2006 in Shenyang by and between the following two parties:

CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Florida

THIS AGREEMENT (the “Agreement”), is made and entered into as of this 10th day of September, 2004, by and between Mirador Consulting, Inc., a Florida corporation, with offices at 5499 N. Federal Hwy, Suite D, Boca Raton, Florida 33487 (“Mirador” or the “Consultant”), and AXM Pharma, Inc., a Nevada corporation, with offices at 8324 Delgany Avenue, Playa del Rey, CA 90293 (the “Company”) (together the “Parties”).

Employment Agreement
Employment Agreement • April 4th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Nevada

This employment agreement (the "Agreement") is made and entered into as of February 1, 2005 by and between AXM Pharma, Inc., a Nevada corporation (the "Company") and Chet Howard (the "Employee").

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Loan Agreement
Loan Agreement • January 21st, 2005 • Axm Pharma Inc • Pharmaceutical preparations

Whereas the Lenders are willing to provide loan to the Borrower for its payment of the construction project and purchasing of equipments, and the Borrower is willing to get the loan; therefore, through friendly consultation, the following agreement was reached by the above parties to abide by.

EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Nevada

This Employment Agreement (the "Agreement") is made and entered into as of March 31, 2005 by and between AXM Pharma, Inc., a Nevada corporation (the "Company"), and Zhengyu Kong (the "Employee").

Consulting Agreement
Consulting Agreement • May 16th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Washington

This is an agreement dated and effective this 15th day of March, 2005 by and between Madden Consulting, Inc. (hereinafter referred to as The Company), and AXM Pharma, Inc. (AMEX: AXJ), whose address is 7251 W. Lake Mead, Suite 300 Las Vegas, NV 89128 (hereinafter referred to as The Client).

Acquisition Restructure & Technology Transfer Agreement
Axm Pharma Inc • January 16th, 2007 • Pharmaceutical preparations

On the basis of complementing advantages for each other, mutual benefit and mutual development, Party A and Party B, through friendly negotiation, reached the following agreement on acquisition restructure and technology transfer:

SEPARATION AGREEMENT
Separation Agreement • September 7th, 2010 • Axm Pharma Inc • Pharmaceutical preparations • Nevada

This Separation Agreement (the “Agreement”) is made as of September 1, 2010 (the “Separation Date”) by and between Elliot Maza and AXM Pharma, Inc., a Nevada corporation (the “Company”) (collectively the “Parties”).

Release from “Cooperation Agreement”
Release From • January 16th, 2007 • Axm Pharma Inc • Pharmaceutical preparations
CONSULTING AGREEMENT
Consulting Agreement • April 15th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • California

This Consulting Agreement (“Agreement”) is to be effective as of September 1, 2004, entered into by and between AXM Pharma, Inc. (“Company”), with offices located at 4695 MacArthur Ct. Newport Beach, CA 92660 and Dreamvest, LLC (“Consultant”), having offices at 417 Orchid Ave, Corona Del Mar, CA 92625.

Stock Ownership Transfer Contract
Stock Ownership Transfer Contract • April 27th, 2007 • Axm Pharma Inc • Pharmaceutical preparations

Through mutual friendly negotiation by and between both parties hereto, in the principle of mutual benefit, Party A and Party B reach the following agreement:

TERMINATION AGREEMENT
Termination Agreement • April 15th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Arizona

THIS TERMINATION AGREEMENT (this "Termination Agreement"), dated as of January 14, 2005, is made between AXM Pharma, Inc. (the "Company"), and RCG Capital Markets Group, Inc. (“RCG”) (each a "Party" and, collectively the "Parties").

ENGAGEMENT AGREEMENT
Engagement Agreement • April 15th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • Arizona
CONTRACT AGREEMENT
Contract Agreement • April 15th, 2005 • Axm Pharma Inc • Pharmaceutical preparations • New York

This AGREEMENT shall be effective on this 25th day of October 2005 and is made between Bryle Lerner ("Consultant") and AXM Pharma, Inc., a Nevada Corporation having offices at 7251 West Lake Mead Blvd, Suite 300, Las Vegas, Nevada, 89128 ("Client").

Mortgage Agreement between AXM PHARMA (SHENYANG), INC. as Mortgagor and [ ] as Mortgagee
Mortgage Agreement • April 20th, 2005 • Axm Pharma Inc • Pharmaceutical preparations

AXM Pharma has issued or will issue separate secured convertible promissory notes (the “Notes”) to the Mortgagee pursuant to a Note and Warrant Purchase Agreement dated as of April [19], 2005 (the “Purchase Agreement”), by and among AXM Pharma and the Mortgagee;;

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