Exhibit 10.30 CONSULTING AGREEMENT This AGREEMENT ("Agreement"), dated as of June 1, 2007, is made by and between Duska Therapeutics, Inc. a Nevada corporation with its principal place of business at Two Bala Plaza, Suite 300, Bala Cynwyd,...Confidentiality Agreement • June 12th, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2007, by and among Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of September 26, 2007 by and among DUSKA THERAPEUTICS, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • October 2nd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENTSecurity Agreement • October 2nd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITY AGREEMENT, dated as of September 26, 2007 (this “Agreement”), is among Duska Therapeutics, Inc., a Nevada corporation (the “Company”), all of the subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and Platinum Long Term Growth VI, LLC (together with its successors and assigns, the “Secured Party”), as collateral agent for the investors identified in the Purchase Agreement (the “Lenders”), which Lenders are the holders of the Company’s Senior Secured Convertible Promissory Notes, issued on September 26, 2007 in the aggregate original principal amount of $5,750,000 (the “Notes”).
ContractCordex Pharma, Inc. • March 12th, 2010 • Biological products, (no disgnostic substances) • New York
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
GUARANTYGuaranty • October 2nd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
GUARANTY (the “Guaranty”), dated as of September 26, 2007, by Duska Scientific Co., a Delaware corporation with an address of Duska Therapeutics, Inc., Two Bala Plaza, Suite 300, Bala Cynwyd, PA (the “Guarantor”), in favor of the Purchasers identified in the Purchase Agreement (as defined below) (collectively, “Secured Parties”).
AGREEMENT AND PLAN OF REORGANIZATION AMONG SHIPROCK, INC., SHIPROCK SUBSIDIARY, INC. AND DUSKA SCIENTIFIC CO.Agreement and Plan of Reorganization • September 30th, 2004 • Duska Therapeutics, Inc. • General bldg contractors - residential bldgs • Delaware
This Agreement and Plan of Reorganization (hereinafter the “Agreement”) is entered into effective as of this 2nd day of February, 2004, by and among Shiprock, Inc., a Nevada corporation (hereinafter “Shiprock”); Shiprock Subsidiary, Inc., a Delaware corporation (hereinafter “Shiprock Sub”); Tommy J. Gropp, a principal stockholder and a director of Shiprock and a director of Shiprock Sub (hereinafter “Gropp”); and Duska Scientific Co., a Delaware corporation (hereinafter “Duska”).
ContractDuska Therapeutics, Inc. • November 19th, 2004 • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT IS BEING ISSUED PRIOR TO A PENDING 3-FOR-1 STOCK SPLIT ON DUSKA SCIENTIFIC COMMON STOCK AND IS PART OF A SUBSCRIPTION UNIT PURCHASED ON A POST-SPLIT BASIS.
ContractWarrant Agreement • October 17th, 2008 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS WARRANT AND ANY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 30th, 2004 • Duska Therapeutics, Inc. • General bldg contractors - residential bldgs • Delaware
This Agreement (hereinafter the “Agreement”) is entered into effective as of this 30th day of June, 2004, by and among Shiprock, Inc., a Nevada corporation (hereinafter “Shiprock”); Shiprock Subsidiary, Inc., a Delaware corporation (hereinafter “Shiprock Sub”); Tommy J. Gropp, a principal stockholder and a director of Shiprock and a director of Shiprock Sub (hereinafter “Gropp”); Michael Artis, a principal shareholder of Shiprock (“Artis”); and Duska Scientific Co., a Delaware corporation (hereinafter “Duska”).
BRIDGE UNIT PURCHASE WARRANT DUSKA THERAPEUTICS, INC.Duska Therapeutics, Inc. • November 19th, 2004 • Biological products, (no disgnostic substances) • Nevada
(but excluding the compensation of regular employees of the Public Company which shall be paid in any event by the Public Company).
DUSKA THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 12th, 2006 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of December 8, 2006 by and among Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and Manuel Graiwer, herein referred to as an “Investor.”
DUSKA THERAPEUTICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 7th, 2005 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made as of the day of , 200 by and between Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and (“Optionee”).
EXTENSION AND BRIDGE FUNDING AGREEMENTExtension and Bridge Funding Agreement • March 12th, 2010 • Cordex Pharma, Inc. • Biological products, (no disgnostic substances)
THIS EXTENSION AND BRIDGE FUNDING AGREEMENT (this “Agreement”) is entered into on March 4, 2010 by and among Cordex Pharma, Inc., a Nevada corporation, f/k/a Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and the Company’s subsidiary Duska Scientific Co., a Delaware corporation (such subsidiary, the “Guarantor” and together with the Company, the “Debtors”), on the one hand, and Platinum-Montaur Life Sciences LLC (“PMLS”), Platinum Long Term Growth VI, LLC (“PLTG”), Firebird Global Master Fund Ltd. (“FGMF”), Firebird Global Master Fund II Ltd. (“FGMF II”), ICON Capital Partners, LP (“ICP”), Philip and Debra Sobol Trust (“PDST”) and BridgePointe Master Fund Ltd. (“BridgePointe,” together with PMLS, PLTG, FGMF, FGMF II and PDST, each individually referred to as a “Holder” and collectively as the “Holders”), on the other hand. Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in each of the Securities Purchase Agreement (as defi
Exhibit 10.29 LEGAL/ADMINISTRATIVE OPTION AGREEMENT WITH THE LAW OFFICES OF THOMAS C. COOK, LTD This Legal/Administrative option agreement ("Agreement") is made as of this 8th day of February, 2007, by and between The Law Offices of Thomas C. Cook,...Option Agreement • May 3rd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
DUSKA THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 7th, 2005 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS INCENTIVE STOCK OPTION AGREEMENT (“Agreement”), is made as of the day of , 200 by and between Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and (“Optionee”).
DEVELOPMENT AND ASSIGNMENT AGREEMENTDevelopment and Assignment Agreement • August 15th, 2005 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Development and Assignment Agreement (this “Agreement”) is made as of March 8, 2005, by and between Drs Francesco DiVirgilio, Lucia Galli and Valentina Resta (collectively, the “Inventors”) on the one hand and Duska Scientific Co., a Delaware, U.S.A. corporation (“Duska”) on the other hand.
ASSIGNMENT AGREEMENTAssignment Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Assignment Agreement (this “Agreement”) is made as of December 18, 2003, by and between Dr. Amir Pelleg (“Pelleg”) of 24 Dartmouth Lane, Haverford, PA 19041-1020 and Duska Scientific Co., a Delaware corporation (“Duska”) having an office at Two Bala Plaza, Suite 300, Bala Cynwyd. PA 19004.
EXTENSION AND BRIDGE FUNDING AGREEMENTExtension and Bridge Funding Agreement • January 26th, 2010 • Cordex Pharma, Inc. • Biological products, (no disgnostic substances)
THIS EXTENSION AND BRIDGE FUNDING AGREEMENT (this “Agreement”) is entered into on January __, 2010 by and among Cordex Pharma, Inc., a Nevada corporation, f/k/a Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and the Company’s subsidiary Duska Scientific Co., a Delaware corporation (such subsidiary, the “Guarantor” and together with the Company, the “Debtors”), on the one hand, and Platinum-Montaur Life Sciences LLC (“PMLS”), Platinum Long Term Growth VI, LLC (“PLTG”), Firebird Global Master Fund Ltd. (“FGMF”), Firebird Global Master Fund II Ltd. (“FGMF II”), ICON Capital Partners, LP (“ICP”), Philip and Debra Sobol Trust (“PDST”) and BridgePointe Master Fund Ltd. (“BridgePointe,” together with PMLS, PLTG, FGMF, FGMF II and PDST, each individually referred to as a “Holder” and collectively as the “Holders”), on the other hand. Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in each of the Securities Purchase Agreement (as d
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENTPatent, Trademark • October 2nd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered into as of this 26th day of September 2007, by and among DUSKA THEREAPEUTICS, INC., a Nevada corporation, and DUSKA SCIENTIFIC CO., a Delaware corporation, each with its principal place of business at Two Bala Plaza, Suite 300, Bala Cynwyd, PA (jointly and severally, the “Borrower”), and Platinum Long Term Growth VI, LLC, as collateral agent (the “Agent”) for the investors identified in the below referenced Purchase Agreement (collectively, together with their successors and assigns, the “Lenders”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2004, by and among DUSKA THERAPEUTICS, INC., a Nevada corporation (the “Company”), and those shareholders of the Company, appearing as signatories hereto (each, a “Shareholder” and collectively, the “Shareholders”).
AGREEMENTAgreement • February 7th, 2005 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (“Agreement”) is made and entered into as of this 1st day of September, 2004 (the “Effective Date”), by and among Duska Therapeutics, Inc., a Nevada corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska”), Duska Scientific Co., a Delaware corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska Scientific”), and Sanford J. Hillsberg whose address is Suite 1600, 1801 Century Park East Boulevard, Los Angeles, California 90067 (“Hillsberg”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2007 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2008 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 31st day of December, 2007 (the “Effective Date”), by and between Duska Therapeutics, Inc., a Nevada corporation located at 470 Nautilus Avenue, Suite 300, La Jolla, California 92037 (“Duska”), and Amir Pelleg, Ph.D., residing in 24 Dartmouth Lane, Haverford, Pennsylvania 19041 (“Pelleg”).
AMERICAN EXECUTIVE CENTERS LETTERHEAD] LEASE AND SERVICE AGREEMENTLease and Service Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Lease is made on November 27, 2001, between American Executive Centers, Inc. (“AEC”) a Pennsylvania corporation, and Duska Scientific Co., a corporation (corporation/partnership/sole proprietorship) (“Tenant”) in consideration of the performance of the covenants contained herein and intending to be legally bound, the parties hereto agree as follows:
EXTENSION TO THE AMENDMENT TO DEBENTURES AND WARRANTS AGREEMENT AND WAIVERDebentures and Warrants Agreement and Waiver • October 29th, 2009 • Cordex Pharma, Inc. • Biological products, (no disgnostic substances)
THIS EXTENSION dated as of October 27, 2009 (the “Extension”) TO THE AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER dated October 19, 2009 (the “Amendment”) by and among Cordex Pharma, Inc., a Nevada corporation (the “Company”), f/k/a Duska Therapeutics, Inc., a Nevada corporation (“Duska”), and the Company’s subsidiary Duska Scientific Co., a Delaware corporation (such subsidiary, the “Guarantor” and together with the Company, the “Debtors”), on the one hand, and Platinum Montaur Life Sciences, LLC (“PMLS”), Platinum Long Term Growth VI, LLC (“PLTG”), Firebird Global Master Fund Ltd. (“FGMF”), Firebird Global Master Fund II Ltd. (“FGMF II”), ICON Capital Partners, LP (“ICP”) and Philip and Debra Sobol trust (“PDST”) and BridgePointe Master Fund Ltd. (“BridgePointe,” together with PMLS, PLTG, FGMF, FGMF II and PDST, each individually referred to as a “Holder” and collectively as the “Holders”), on the other hand. Capitalized terms not defined in this Agreement shall have th
AMENDED AND RESTATED STRATEGIC MASTER SERVICES AGREEMENTStrategic Master Services Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED STRATEGIC MASTER SERVICES AGREEMENT (“Agreement”) is effective as of 10th day of February, 2004, by and between CATO RESEARCH LTD., a North Carolina corporation (“CRL”), and the undersigned client, DUSKA SCIENTIFIC CO., a Pennsylvania corporation (“CLIENT”).
DUSKA THERAPEUTICS, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 31st, 2009 • Cordex Pharma, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT (the Amendment") TO THE NON-QUALIFIED STOCK OPTION AGREEMENT (the "Original Agreement") dated as of the 26th day of September, 2007 by and between Duska Therapeutics, Inc., a Nevada corporation (the "Company"), and James S. Kuo ("Optionee") is effective as of the 10th day of November, 2008.
DUSKA THERAPEUTICS, INC. AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 31st, 2009 • Cordex Pharma, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT (the “Amendment") TO THE NON-QUALIFIED STOCK OPTION AGREEMENT (the "Original Agreement") dated as of the 26th day of September, 2007 by and between Duska Therapeutics, Inc., a Nevada corporation (the "Company"), and James S. Kuo ("Optionee") is effective as of the 10th day of November, 2008.
AGREEMENTAgreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (“Agreement”) is made and entered into as of this 1st day of September, 2004, by and between Duska Therapeutics, Inc., a Nevada corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska”), and Amir Pelleg, Ph.D. residing at 24 Dartmouth Lane, Haverford, Pennsylvania 19041 (“Pelleg”).
ContractDuska Therapeutics, Inc. • November 19th, 2004 • Biological products, (no disgnostic substances) • Nevada
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SAME UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS ALSO SUBJECT TO THE TERMS SET FORTH IN THIS WARRANT.
AGREEMENTAgreement • May 16th, 2005 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (“Agreement”) is made and entered into as of this 1st day of January, 2005, by and between Duska Therapeutics, Inc., a Nevada corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (referred to collectively with Duska Scientific Co. as “Duska”), and Marie Sciocchetti residing at Marie Sciocchetti, M.B.A. 701 Pine Ridge Road Media, PA 19063 (“Employee”).
AGREEMENTAgreement • February 7th, 2005 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (“Agreement”) is made and entered into as of this 1st day of September, 2004 (the “Effective Date”), by and among Duska Therapeutics, Inc., a Nevada corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska”), Duska Scientific Co., a Delaware corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska Scientific”), and Technomedics Management & Systems, Inc., a California corporation located at Post Office Box 3207, Redondo Beach, CA 90277 (“Technomedics”).
LICENSE AGREEMENTLicense Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is made as of November 15, 1999, by and between Dr. Francesco DiVirgilio and Dr. Carlo Foresta (the “Inventors”) and Duska Scientific Co., a Delaware corporation (“Duska”), with its principal offices at 24 Dartmouth Lane, Haverford, PA 19041-1020.
EXTENSION TO THE AMENDMENT TO DEBENTURES AND WARRANTS AGREEMENT AND WAIVERDebentures and Warrants Agreement and Waiver • December 10th, 2009 • Cordex Pharma, Inc. • Biological products, (no disgnostic substances)
THIS EXTENSION dated as of November 30, 2009 (the “Extension”) TO THE AMENDMENT TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER dated October 19, 2009 (the “Amendment”) by and among Cordex Pharma, Inc., a Nevada corporation (the “Company”), f/k/a Duska Therapeutics, Inc., a Nevada corporation (“Duska”), and the Company’s subsidiary Duska Scientific Co., a Delaware corporation (such subsidiary, the “Guarantor” and together with the Company, the “Debtors”), on the one hand, and Platinum Montaur Life Sciences, LLC (“PMLS”), Platinum Long Term Growth VI, LLC (“PLTG”), Firebird Global Master Fund Ltd. (“FGMF”), Firebird Global Master Fund II Ltd. (“FGMF II”), ICON Capital Partners, LP (“ICP”) and Philip and Debra Sobol trust (“PDST”) and BridgePointe Master Fund Ltd. (“BridgePointe,” together with PMLS, PLTG, FGMF, FGMF II and PDST, each individually referred to as a “Holder” and collectively as the “Holders”), on the other hand. Capitalized terms not defined in this Agreement shall have t
