Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 21, 2004 (this "Agreement"), is made by and between CALLISTO PHARMACEUTICALS, INC., a Delaware corporation, having its principal place of business...Registration Rights Agreement • January 28th, 2004 • Callisto Pharmaceuticals Inc • Services-business services, nec • New York
EXHIBIT 10.10 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN...License Agreement • August 5th, 2004 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • Washington
EXHIBIT 4.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated March 28, 2005 by and between Callisto Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Pamela Harris, an individual (the...Executive Employment Agreement • March 30th, 2005 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This AMENDMENT TO AGREEMENT AND PLAN OF MERGER is made and effective as of the 4th day of April, 2003 (the "Amendment") by and among Webtronics, Inc., a Florida corporation ("Parent"), Callisto...Agreement and Plan of Merger • May 15th, 2003 • Webtronics Inc • Services-business services, nec
EX-10.10 CONSULTING AGREEMENT This Agreement is made and entered into as of the 27th day of December, 2004 by and between Gabriele M. Cerrone ("Consultant") and Callisto Pharmaceuticals, Inc. (the "Company"). WHEREAS, the Consultant is a founder of...Consulting Agreement • March 30th, 2005 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 19th, 2002 • Webtronics Inc • Services-business services, nec • New York
RECITALS:Common Stock Purchase Agreement • March 15th, 2005 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated June 13, 2003 by and between Callisto Pharmaceuticals,, Inc., a company incorporated under the laws of Florida (the "Company"), and Gary S. Jacob,...Executive Employment Agreement • August 20th, 2003 • Callisto Pharmaceuticals Inc • Services-business services, nec • Delaware
BY AND AMONGMerger Agreement • March 19th, 2003 • Webtronics Inc • Services-business services, nec • Delaware
Exhibit 10.2 AMENDMENT NO. 1 TO LICENSE AGREEMENT This Amendment No. 1 to License Agreement, dated as of May 23, 2003 ("AMENDMENT"), is entered into by and between AnorMED Inc., a company incorporated in Canada ("ANORMED"), and Synergy...License Agreement • July 27th, 2004 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
BETWEENLicense Agreement • June 6th, 2005 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
RECITALSLicense Agreement • November 14th, 2003 • Callisto Pharmaceuticals Inc • Services-business services, nec • Washington
RECITALSSublicense Agreement • June 6th, 2005 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
ContractSecurities Agreement • February 9th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
RECITALSAsset Purchase Agreement • February 27th, 2004 • Callisto Pharmaceuticals Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2007 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2007, by and among Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 2 STOCK SALE AGREEMENT THIS AGREEMENT made and entered into this the 15th day of March, 2002, by and between ________ (hereinafter "seller") and Callisto Pharmaceuticals, Inc. (hereinafter "buyer"). NOW THEREFORE, for and in consideration of...Stock Sale Agreement • March 19th, 2002 • Webtronics Inc • Services-business services, nec
THIS AGREEMENT made and entered into this the 15th day of March, 2002, by and between ________ (hereinafter "seller") and Callisto Pharmaceuticals, Inc. (hereinafter "buyer").
EXHIBIT 10.1 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED...Patent and Technology License Agreement • September 7th, 2004 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
RECITALSAsset Purchase Agreement • June 6th, 2005 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 2 ("Amendment No. 2"), dated as of July 22, 2004 to Employment Agreement dated as of September 23, 2003, as amended April 29, 2004 (the "Picker Employment Agreement") by and between...Employment Agreement • July 27th, 2004 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2006, among Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2007 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2007, by and among Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated September 23, 2003 by and between Callisto Pharmaceuticals, Inc., a company incorporated under the laws of Florida (the "Company"), and Donald H....Executive Employment Agreement • November 14th, 2003 • Callisto Pharmaceuticals Inc • Services-business services, nec • Delaware
WITNESSETH:Executive Employment Agreement • April 14th, 2004 • Callisto Pharmaceuticals Inc • Services-business services, nec • New Jersey
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated March 11, 2009 by and between Callisto Pharmaceuticals,, Inc., a company incorporated under the laws of Delaware (the “Company”), and Gary S. Jacob, Ph.D., an individual (the “Executive”) with reference to the following facts:
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 15th, 2009 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the 11th day of March 2009 by and between Gabriele M. Cerrone (“Consultant”) and Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 18th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated October 10, 2005 by and between Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Dan D’Agostino, an individual (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
This Securities Purchase Agreement (this “Agreement”) is made as of February 3, 2006 between Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and collectively, the “Investors”.
ContractSecurities Agreement • February 9th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2007 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 2, 2007, among Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
ContractSecurities Agreement • September 14th, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ContractExchange Agreement • July 18th, 2008 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations
Reference is hereby made to that EXCHANGE AGREEMENT, (the “Agreement”) executed and dated July 11, 2008 (the “Agreement”), among Callisto Pharmaceuticals, Inc., a Delaware corporation (“Callisto”), Synergy Pharmaceuticals, Inc., a Delaware corporation (“Synergy”), the individual parties named on the signature page hereto (the “Synergy Holders”) on the one hand, and Pawfect Foods, Inc., a Florida corporation (the “Company”), on the other hand. Capitalized terms herein unless otherwise defined, shall the meanings assigned to them in the Agreement.
EXCHANGE AGREEMENTExchange Agreement • July 18th, 2008 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXCHANGE AGREEMENT, dated this 11th day of July, 2008 (the “Agreement”), among Callisto Pharmaceuticals, Inc., a Delaware corporation (“Callisto”), Synergy Pharmaceuticals, Inc., a Delaware corporation (“Synergy”), the individual parties named on the signature page hereto (the “Synergy Holders”) on the one hand, and Pawfect Foods, Inc., a Florida corporation (the “Company”), on the other hand.
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • March 31st, 2006 • Callisto Pharmaceuticals Inc • Pharmaceutical preparations • Texas
This twenty-seven (27) page AGREEMENT ("AGREEMENT") is made on this 10th day of January 2006, by and between THE BOARD OF REGENTS ("BOARD") of THE UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER ("UTMDACC"), a component institution of SYSTEM, and CALLISTO PHARMACEUTICALS, INC., a Delaware corporation having a principal place of business located at 420 Lexington Avenue, Suite 1609, New York, New York 10170 (“LICENSEE”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of CALLISTO PHARMACEUTICALS, INC.Common Stock Purchase Warrant • August 7th, 2007 • Callisto Pharmaceuticals Inc • 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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Callisto Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
