WARRANT AGREEMENTWarrant Agreement • February 22nd, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
This Warrant Agreement made as of [___________], 2011, is between Medgenics, Inc., a Delaware corporation, with offices at 8000 Towers Crescent Drive, Suite 1300, Vienna, Virginia 22182, (the “Company”), and Corporate Stock Transfer, Inc. with offices at 3200 Cherry Creek Drive South, Suite 4300, Denver, Colorado 80209 (the “Warrant Agent”).
MEDGENICS, INC. 5,600,000 Shares of Common Stock and Warrants to Purchase up to 2,800,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2013 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
Medgenics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Maxim Group LLC is acting as representative (the “Representative”), an aggregate of (i) 5,600,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to 2,800,000 shares of Common Stock, of the Company (the “Firm Warrant Shares”). The Company has granted the Underwriters the option (the “Overallotment Option”) to purchase an aggregate of up to (i) 840,000 additional authorized but unissued shares of Common Stock (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to 420,000 shares of Common Stock of the Company (the “Option Warrant Shares”) as may be necessary to cover over-allotments made in connection with the o
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2017 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [____], 2017 by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Schedule A attached hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
2,460,000 Shares 2,460,000 Warrants MEDGENICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • California
Medgenics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the "Representative"), an aggregate of (i) 2,460,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the "Firm Warrants") to purchase up to 2,460,000 shares of Common Stock of the Company (the "Firm Warrant Shares"). The Company has granted the Underwriters the option to purchase an aggregate of up to (i) 369,000 authorized but unissued shares of Common Stock (the “Option Shares”) and (ii) warrants (the "Option Warrants") to purchase up to 369,000 shares of Common Stock of the Company (the "Option Warrant Shares" and together with the Firm Warrant Shares, the "Warrant Shares") as may be necessary to cover over-allotment
5,125,000 Shares MEDGENICS, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • December 1st, 2014 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
Medgenics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Piper Jaffray & Co. is acting as representative (the “Representative”), an aggregate of 5,125,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 768,750 additional shares of Common Stock, on the terms and for the purposes set forth in Section 2 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • December 11th, 2019 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), is entered into as of December 5, 2019, by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), Cerecor Inc., a Delaware corporation (“Parent”), Genie Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Second Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
Aevi Genomic Medicine, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: May 15, 2018Equity Distribution Agreement • May 15th, 2018 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • New York
Employment AgreementEmployment Agreement • October 15th, 2014 • Medgenics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement is made and entered into effective September 8, 2014 (the “Effective Date”), by and between Medgenics, Inc., a Delaware corporation, and Scott Applebaum. As used in this Agreement, capitalized terms have the meanings set forth in Section 20.
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • February 17th, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
This AGREEMENT (this “Agreement”), dated as of December 10, 2010, is made by and between Medgenics, Inc., located at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA, 22182 USA (the “Company”); and R. Dean Hautamaki, M.D., FCCP of Sarasota, Florida (the “Advisor”).
Employment AgreementEmployment Agreement • September 16th, 2013 • Medgenics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Employment Agreement is made and entered into effective September 13, 2013 (the “Effective Date”), by and between Medgenics, Inc., a Delaware corporation, and John Leaman. As used in this Agreement, capitalized terms have the meanings set forth in Section 20.
SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • November 5th, 2010 • Medgenics, Inc. • New York
THIS AGREEMENT (the “Agreement”) dated as of 22 October 2008 (“Effective Date”) is made by and between Medgenics, Inc. located at 8000 Towers Crescent Drive, Suite 1300, Vienna, VA, 22182, USA (the “Company”); and
WARRANT AGREEMENTWarrant Agreement • February 8th, 2013 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
This Warrant Agreement made as of February 8, 2013, is between Medgenics, Inc., a Delaware corporation, with offices at 555 California Street, Suite 365, San Francisco, California 94104 (the “Company”), and Corporate Stock Transfer, Inc., with offices at 3200 Cherry Creek Drive South, Suite 4300, Denver, Colorado 80209 (the “Warrant Agent”). Certain capitalized terms used herein and not otherwise defined shall have the meaning set forth in Section 10 hereof.
ROYALTY AGREEMENTRoyalty Agreement • August 13th, 2019 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Royalty Agreement dated as of July 19, 2019 (as amended, supplemented or otherwise modified from time to time, this “Royalty Agreement”) is made by Michael F. Cola, Joseph J. Grano, Jr., Kathleen Jane Grano, Joseph C. Grano, The Grano Children’s Trust, Joseph C. Grano, trustee and LeoGroup Private Investment Access, LLC on behalf of Garry A. Neil (each individually, an “Investor” and collectively, the “Investors”) and Aevi Genomic Medicine, Inc. (“Aevi”). Investors and Aevi are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2010 • Medgenics, Inc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 15, 2010 by and among MEDGENICS, INC., (the “Company”) and each of the individuals and entities listed on Exhibit A attached hereto (collectively, the “Investors” and each an “Investor”).
Employment AgreementEmployment Agreement • November 14th, 2012 • Medgenics, Inc. • Biological products, (no disgnostic substances) • California
This Personal Employment Agreement (the “Agreement”) is entered as of this 8th day of July, 2012 (the “Effective Date”), by and between MEDGENICS, INC., a company organized under the laws of the State of Delaware (the “Company”) with principal U.S. offices located at 555 California Avenue, Suite 365, San Francisco, California 94104; and DR. MARVIN R. GAROVOY, whose address is 9 Dutch Valley Lane, San Anselmo, California 94960-1015 (the “Executive”).
OPTION TERMINATION AGREEMENTOption Termination Agreement • February 3rd, 2020 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS OPTION TERMINATION AGREEMENT (this “Agreement”) is made as of January 30, 2020, by and between the undersigned (the “Option Holder”) and Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2010 • Medgenics, Inc. • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 1st day of May, 2010 by and among Medgenics, Inc. a Delaware corporation (the “Company”), and _____________________________________ (individually, a “Purchaser” and collectively, the “Purchasers”).
● Shares ● Warrants MEDGENICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • California
Medgenics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the "Representative"), an aggregate of (i) ● authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the "Firm Warrants") to purchase up to ● shares of Common Stock of the Company (the "Firm Warrant Shares"). The Company has granted the Underwriters the option to purchase an aggregate of up to (i) ● Option Shares of Common Stock (the “Option Shares”) and (ii) Option Warrants (the "Option Warrants") to purchase up to ● shares of Common Stock of the Company (the "Option Warrant Shares" and together with the Firm Warrant Shares, the "Warrant Shares") as may be necessary to cover over-allotments made in connection with the offering
DATED 19th June 2007 and andPartnership Agreement • November 5th, 2010 • Medgenics, Inc. • England
MEDGENICS MEDICAL ISRAEL, LTD. a company having a place of business at Hanapach 12 Karmiel, Israel (hereinafter separately or together referred to as “the Company”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2017 • Aevi Genomic Medicine, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_____], 2017 by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • November 5th, 2010 • Medgenics, Inc. • New York
THIS AGREEMENT (the “Agreement”) dated as of May 1 2006 (“Effective Date”) is made by and between Medgenics, Inc. located at of 8000 Towers Crescent Drive, Suite 1300, Vienna, VA, 22182. USA (the “Company”); and
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • November 5th, 2010 • Medgenics, Inc.
This Non-Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the 25th day of January, 2007 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BAYLOR”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Medgenics, Inc., a corporation organized under the laws of Delaware and having a principal place of business at Hanapach 12, Karmiel 20101, Israel, and its Affiliates (hereinafter, collectively referred to as “MEDGENICS”).
Agreement and Release and WaiverRelease and Waiver Agreement • February 3rd, 2016 • Medgenics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Agreement and Release (“Agreement”) is made and entered into by and between Medgenics, Inc. (the “Company”) and John Leaman (“Executive”).
Personal Employment AgreementPersonal Employment Agreement • November 5th, 2010 • Medgenics, Inc.
This Personal Employment Agreement (the “Agreement”) is entered as of this 20th day of April, 2006 (the “Effective Date”), by and between
Amendment to Employment Agreement Between MEDGENICS MEDICAL ISRAEL LTD., private company number 512919952,Employment Agreement • November 5th, 2010 • Medgenics, Inc.
By virtue of my power under Section 14 of the Severance Pay Law, 5723-1963 (hereinafter: the “Law”), I certify that payments made by an employer commencing from the date of the publication of this approval for the sake of his employee to a comprehensive pension provident fund that is not an insurance fund within the meaning set forth in the Income Tax Regulations (Rules for the Approval and Conduct of Provident Funds), 5724-1964 (hereinafter: the “Pension Fund”) or to managers’ insurance which includes the possibility to receive annuity payments under an insurance fund as aforesaid, (hereinafter: the “Insurance Fund”), including payments made by the employer by a combination of payments to a Pension Fund and an Insurance Fund (hereinafter: “Employer’s Payments”), shall be made in lieu of severance pay due to said employee with respect to the salary from which said payments were made and for the period they were paid (hereinafter: the “Exempt Salary”), provided that all the following co
ContractStandstill and Option Agreement • July 6th, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances)
This FOURTH AMENDMENT TO STANDSTILL AND OPTION AGREEMENT (this “Fourth Amendment”) effective this 6th day of June, 2011 (the “Effective Date”), is made and entered into by and among Baxter Healthcare Corporation, a Delaware Corporation with a place of business at One Baxter Parkway, Deerfield, IL 60015 (“BHC”), Baxter Healthcare S.A., a corporation organized under the laws of Switzerland with a place of business at Thurgauerstrasse 130, 8152 Glattpark (Opfikon) Switzerland (“BHSA”), Baxter Innovations GmbH, a corporation organized under the laws of Austria with a place of business at Industriestrasse 67, 1221 Vienna, Austria (“Innovations” and, together with BHC and BHSA, “Baxter”) and Medgenics, Inc., a Delaware corporation with a place of business at Teradion Business Park, P.O. Box 14, Misgav 20179 Israel (“Medgenics”). Baxter and Medgenics are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
AGREEMENTResearch and Development • November 5th, 2010 • Medgenics, Inc.
THIS AGREEMENT, made and entered into as of May 1, 2010, is by and between Hadasit Medical Research Services & Development Co. Ltd. (“Hadasit”), P.O. Box 12000, Jerusalem Israel 91120 and Medgenics Medical Israel, Ltd., a company with an address at Teradion Business Park, Misgav Israel 20179 (the “Company”).
September 13, 2013Separation Agreement • September 16th, 2013 • Medgenics, Inc. • Biological products, (no disgnostic substances)
This letter, upon your signature and as of the date of your signature, will constitute the agreement between you and Medgenics, Inc., a Delaware corporation (“Medgenics”), and Medgenics Medical Israel Ltd., a company organized under the laws of the State of Israel (“MMI”), on each of their behalf and on behalf of their respective successors assigns, representatives, officers, agents attorneys, fiduciaries, administrators, directors, and employees (hereinafter MMI and Medgenics shall sometimes be collectively referred to as the “Company”), on the terms of your separation from employment with MMI and, more generally, engagement, with the Company and the termination of that certain Amended and Restated Personal Employment Agreement dated June 1, 2007 among you, Medgenics and MMI, as amended by First Amendment to Amended and Restated Personal Employment Agreement dated June 1, 2008 among you, Medgenics and MMI (hereinafter collectively referred to as the “Employment Agreement”). You and th
ADDENDUM TO NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • February 20th, 2014 • Medgenics, Inc. • Biological products, (no disgnostic substances)
THIS ADDENDUM TO NON-EXCLUSIVE LICENSE AGREEMENT (this "Addendum") is made and entered into as of the 16th day of March, 2009, by and between Baylor College of Medicine, a Texas nonprofit corporation, residing at One Baylor Plaza, Houston, Texas 77030 ("Baylor") and Medgenics, Inc., a corporation organized under the laws of the State of Delaware, having its principal place of business at Hanapach 12, Karmiel 20101, Israel, and its Affiliates (as defined in the Agreement) (collectively, "Medgenics"). Baylor and Medgenics shall be collectively referred to as "Parties" and separately as a "Party".
6,155,000 Shares MEDGENICS, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • October 7th, 2015 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
Medgenics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom Piper Jaffray & Co. is acting as representative (the “Representative”), an aggregate of 6,155,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 923,250 additional shares of Common Stock, on the terms and for the purposes set forth in Section 2 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 17th, 2011 • Medgenics, Inc. • Biological products, (no disgnostic substances) • California
This Consulting Agreement (“Agreement”) is made as of October 18, 2010 (“Effective Date”) by and between Medgenics, Inc., a Delaware corporation (the “Company”), and Eugene A. Bauer.
Registration Rights Agreement By and Among Medgenics, Inc. And Investors Signatory HeretoRegistration Rights Agreement • June 19th, 2012 • Medgenics, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of June 18, 2012 (the “Agreement”), is entered into by and among MEDGENICS, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached hereto and signatory hereto (individually an “Investor” and collectively the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • November 5th, 2010 • Medgenics, Inc.
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2010 (the “Effective Date”), by and between MEDGENICS, INC., a Delaware corporation (the “Company”), and EQUITY SOURCE PARTNERS, LLC (“ESP”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2010 • Medgenics, Inc. • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2010, is by and among Medgenics, Inc., a Delaware corporation with offices located at 8000 Towers Crescent Dr., Suite 1300, Vienna, VA 22182 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 5th, 2010 • Medgenics, Inc. • California
This agreement (“Agreement”) is entered into as of January 31st, 2008 Medgenics, Inc. a corporation organized under the laws of Delaware (“Client”) and Biomondo Consulting, Inc., a corporation organized under the laws of the State of California (“Consultant”).
