Standard Contracts
RECITALSLicense Agreement • March 30th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 23rd day of April, 2007 by and among Arbios Systems, Inc., a Delaware corporation (the “Company”), and the Investors (as such term is defined in that certain Purchase Agreement dated of even date herewith, by and among the Company and the Investors named therein (the “Purchase Agreement”)).
PURCHASE AGREEMENTPurchase Agreement • April 27th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 23rd day of April, 2007 by and among Arbios Systems, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
RECITALSAsset Purchase Agreement • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Massachusetts
EXHIBIT 10.13 THIRD AMENDMENT TO FACILITIES LEASE THIS THIRD AMENDMENT TO FACILITIES LEASE ("Amendment") is made as of the date set forth below, by and between CEDARS-SINAI MEDICAL CENTER, a California nonprofit corporation ("Landlord"), and ARBIOS...Facilities Lease • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED...Warrant Agreement • March 30th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
RECITALSResearch Agreement • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
CONSULTING AGREEMENTConsulting Agreement • August 6th, 2008 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Massachusetts
THIS CONSULTING AGREEMENT (this "Agreement"), made and entered into by and between Arbios Systems Inc., 1050 Winter St., Suite 1000, Waltham, MA 02451, USA (hereinafter "Company") and Shawn Cain, 73 Newfield Street, N. Chelmsford, MA 01863 USA (hereinafter referred to as "Consultant") as of August 1, 2008 (the “Effective Date”), with respect to the following facts:
EXHIBIT 10.8 CEDARS-SINAI LETTERHEAD June 21, 2004 Arbios Systems, Inc. c/o 110 North George Burns Road, Suite 4018 Los Angeles, CA 90048 Attention: Jacek Rozga, M.D., Ph.D. President and Chief Scientific Officer Re: Contract - Arbios Technologies,...Employee Loan-Out Agreement • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus
CONSULTING AGREEMENT Arbios Systems, Inc. Waltham, Massachusetts 02451Consulting Agreement • November 14th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Massachusetts
This letter is to confirm our understanding with respect to (i) your rendering services as a consultant to the Company, (ii) your continuing agreement not to compete with the company in its direct area of business, (iii) your continuing agreement to protect and preserve information and property which is confidential and proprietary to the Company or other parties with whom the Company does business, and (iv) your agreement to release the Company from potential claims associated with your past employment (the terms and conditions agreed to in this letter shall hereinafter be referred to as the “Agreement”). Hereinafter, reference to “you” or to “we” includes in each case you and all other associates or subcontractors, if any, which you may employ on behalf of the Company, whom you shall ensure are bound by the terms of this Agreement. In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficie
Compensation AgreementCompensation Agreement • October 7th, 2008 • Arbios Systems Inc • Surgical & medical instruments & apparatus
The following sets forth the terms and conditions of a compensation agreement, effective as of October 1, 2008, to be entered into by Arbios Systems Inc., a Delaware corporation (”Arbios”), and Shawn Cain, , (the “Consultant”).
STOCK OPTION AGREEMENTStock Option Agreement • August 31st, 2005 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
This Stock Option Agreement (the “Agreement”) is entered into as of ______, 2005 by and between Arbios Systems, Inc., a Delaware corporation (the “Company”), and___________ (the “Option Holder”).
EXHIBIT 10.12 FIRST AMENDMENT TO RESEARCH AGREEMENT THIS FIRST AMENDMENT TO RESEARCH AGREEMENT (this "Amendment"), dated as of October 14, 2002, is made and entered into by and between Spectrum Laboratories, Inc., a Delaware corporation ("Spectrum"),...Research Agreement • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
LICENSE AGREEMENTLicense Agreement • April 4th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • New York
This License Agreement (the “Agreement”) takes effect as of March 29, 2007 (the “Effective Date”) between Immunocept LLC (“Licensor”), with offices at 6530 Clearhaven Circle, Dallas, TX 75248, and Arbios Systems, Inc. (“Arbios” or “Licensee”), with offices at 1050 Winter Street, Suite 1000, Waltham, MA 02451.
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act SUPPLY AGREEMENTSupply Agreement • November 14th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • North Carolina
This Supply Agreement (“Agreement”) is made and entered into as of the 14th day of September, 2007 (the “Effective Date”), by and between Membrana GmbH, a company organized under the laws of Germany (hereinafter called “Membrana”), and Arbios Systems, Inc. a corporation organized under the laws of Delaware (hereinafter called “Arbios”). The parties agree as follows:
ARBIOS SYSTEMS, INC.Severance Agreement • November 14th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Massachusetts
The purpose of this letter agreement (the “Agreement”) is to set forth the terms regarding your separation of employment from Arbios Systems, Inc. (the “Company”). As more fully set forth below, the Company desires to provide you with severance pay and benefits in exchange for certain agreements by you. This agreement shall become effective (the “Effective Date”) upon full execution and upon expiration of the revocation period (without revocation by you) set forth in paragraph 10 below.
Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act MANUFACTURING & SUPPLY AGREEMENT...Manufacturing & Supply Agreement • March 31st, 2008 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Massachusetts
WHEREAS Arbios wishes to appoint NxStage as the manufacturer of certain of its products and NxStage wishes to be appointed as manufacturer of certain of Arbios’ products; and
OMNIBUS STOCKHOLDERS’ AGREEMENTStockholders Agreement • March 31st, 2008 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Delaware
This OMNIBUS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2003, by and among Arbios Technologies, Inc., a Delaware corporation (“Arbios”), Historical Autographs U.S.A., Inc., a Nevada corporation (“HAUSA”), Spectrum Laboratories, Inc., a Delaware corporation (“Spectrum”), Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (the “Junior Preferred Investor”), Achilles A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou, as Trustees of the A & K Demetriou Family Trust created on November 13, 2000 (collectively, “Demetriou”) and Jacek Rozga, M.D., Ph.D. and Joanna Rozga (collectively, “Rozga,” and, collectively with Demetriou, the "Founders"). Spectrum, the Junior Preferred Investor, and the Founders are sometimes collectively hereinafter referred to as the "Holders".
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 31st, 2005 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Nevada
AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) dated as of June 2, 2005, by and between Arbios Systems, Inc., a Nevada corporation (“Arbios-Nevada”), and Arbios Systems, Inc., a Delaware corporation (“Arbios-Delaware”).
ContractWarrant Agreement • April 4th, 2007 • Arbios Systems Inc • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
RECITALSManufacturing Agreement • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
LEASE By and between AMERICAN INTEGRATED BIOLOGICS, INC., as Landlord And ARBIOS TECHNOLOGIES, INC., as Tenant Dated: April 1, 2005Lease Agreement • August 15th, 2005 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Connecticut
This Lease, by and between Landlord and Tenant (as hereinafter defined), relates to space in the swine building (the “Building”) located at 1140 Rt. 169, Woodstock, Connecticut. The Building is located on a parcel of land (the “Lot”) which is more particularly described in Exhibit A attached hereto. The term “Property” shall mean the Lot and all improvements located thereon from time to time, including the Building.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 7th, 2008 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Massachusetts
This Asset Purchase Agreement (the “Agreement”) between Arbios Systems, Inc., a Delaware corporation (the “Seller”), and HepaLife Technologies, Inc., a Florida corporation (the “Buyer”), is entered into as of October 3, 2008. The Seller and the Buyer together may be referred to herein as the “Parties” and each of them may be referred to herein as a “Party.”
CONSULTING AGREEMENTConsulting Agreement • March 22nd, 2006 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
This Consulting Agreement (the “Agreement”) is made and entered into as of the First day of October, 2005 (the “Effective Date”) by and between Arbios Systems, Inc., a Delaware corporation (the “Company”), and Marvin S. Hausman, M.D. (the “Consultant”).
Compensation AgreementCompensation Agreement • November 14th, 2008 • Arbios Systems Inc • Surgical & medical instruments & apparatus
The following sets forth the terms and conditions of a compensation agreement, effective as of November 10, 2008, to be entered into by Arbios Systems Inc., a Delaware corporation (”Arbios”), and Scott Hayashi, (the “Consultant”).
RECITALSEmployee Loan-Out Agreement • March 30th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
AGREEMENT AND PLAN OF REORGANIZATION AMONG HISTORICAL AUTOGRAPHS U.S.A., INC., HAUSA ACQUISITION, INC. AND ARBIOS TECHNOLOGIES, INC.Agreement and Plan of Reorganization • November 14th, 2003 • Arbios Systems Inc • Services-business services, nec • Delaware
This Agreement and Plan of Reorganization (hereinafter the “Agreement”) is entered into effective as of this 20th day of October, 2003, by and among Historical Autographs U.S.A., Inc., a Nevada corporation (hereinafter “HAUSA”); HAUSA Acquisition, Inc., a newly-formed Nevada corporation (hereinafter “HAUSA Sub”); Raymond J. Kuh and Cindy K. Swank, the principal stockholders and founders of HAUSA (hereinafter the “Founders”); and Arbios Technologies, Inc., a Delaware corporation (hereinafter “Arbios”).
EMPLOYMENT AGREEMENT BETWEEN ARBIOS SYSTEMS, INC. AND AMY FACTOREmployment Agreement • May 16th, 2005 • Arbios Systems Inc • Surgical & medical instruments & apparatus • New Jersey
This Employment Agreement (this “Agreement”) is entered into by and between Arbios Systems, Inc., a Nevada corporation (the “Company”), and Amy Factor ("Factor"), effective as of March 31, 2005 (the “Effective Date”).
ContractCommon Stock Purchase Warrant • November 14th, 2003 • Arbios Systems Inc • Services-business services, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION, OR SUCH TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF THE WARRANT HOLDER’S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
OMNIBUS STOCKHOLDERS’ AGREEMENTOmnibus Stockholders' Agreement • March 31st, 2006 • Arbios Systems Inc • Surgical & medical instruments & apparatus • Delaware
This OMNIBUS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2003, by and among Arbios Technologies, Inc., a Delaware corporation (“Arbios”), Historical Autographs U.S.A., Inc., a Nevada corporation (“HAUSA”), Spectrum Laboratories, Inc., a Delaware corporation (“Spectrum”), Cedars-Sinai Medical Center, a California nonprofit public benefit corporation (the “Junior Preferred Investor”), Achilles A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou, as Trustees of the A & K Demetriou Family Trust created on November 13, 2000 (collectively, “Demetriou”) and Jacek Rozga, M.D., Ph.D. and Joanna Rozga (collectively, “Rozga,” and, collectively with Demetriou, the "Founders"). Spectrum, the Junior Preferred Investor, and the Founders are sometimes collectively hereinafter referred to as the "Holders".
EXHIBIT 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED...Warrant Agreement • September 10th, 2004 • Arbios Systems Inc • Surgical & medical instruments & apparatus • California
