RECITALSEscrow Agreement • June 3rd, 2002 • Quest Group International Inc • Washington
EXHIBIT 99.1 SUBSCRIPTION AGREEMENT QUEST GROUP INTERNATIONAL, INC. 826 North 100 East Suite #7 Spanish Fork, UT 84660 THIS SUBSCRIPTION AGREEMENT ("Agreement") made this ___ day of __________, 2002, by and between Quest Group International, Inc., a...Subscription Agreement • June 3rd, 2002 • Quest Group International Inc
RECITALSEmployment Agreement • June 3rd, 2002 • Quest Group International Inc • Utah
AMENDMENT NO. 2 TO THE REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • February 10th, 2003 • Quest Group International Inc • Non-operating establishments
EXHIBIT 10.10 PROMOTIONAL SHARES LOCK-IN AGREEMENT This Promotional Shares Lock-In Agreement ("Agreement") was entered into January 31, 2003, between Quest Group International, Inc. (the "Company"), a Nevada corporation, and party listed on the...Promotional Shares Lock-in Agreement • February 10th, 2003 • Quest Group International Inc • Non-operating establishments
RECITALSEmployment Agreement • June 3rd, 2002 • Quest Group International Inc • Utah
AMENDMENT NO. 6 TO THE REVOLVING LOAN AND SECURITY AGREEMENTSRevolving Loan and Security Agreements • May 12th, 2006 • Quest Group International Inc • Medicinal chemicals & botanical products
EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products • California
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of September 1, 2007, is entered into on September 21, 2007 by and between Quest Group International, Inc., a Nevada corporation, with its principal office at 11845 West Olympic Boulevard, No. 1125W, Los Angeles, California 90064 (the “Company”), and Steven Gershick (“Executive,” together with the Company, the “Parties”), with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 16, 2007, by and among Quest Group International, Inc., a Nevada corporation (the “Company”), on the one hand, and the subscribers signatory hereto (each such subscriber, a “Subscriber” and collectively, the “Subscribers”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), dated as of April 1, 2009 (the “Effective Date”), is entered into by and between NuRx Pharmaceuticals, Inc., formerly Quest Group International, Inc., a Nevada corporation (the “Company”), and Harin Padma-Nathan (“Executive”, and together with the Company, the “Parties”). All capitalized terms used, but not specifically defined herein, shall have the meaning provided for such terms in the Original Agreement (as defined below).
SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • July 3rd, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products • California
THIS SUBSCRIPTION AGREEMENT made this 30th day of May, 2007, by and between Quest Group International, Inc., a Nevada corporation (the "Company"), and the Baradaran Revocable Trust (the "Subscriber"), who, for and in consideration of the mutual promises and covenants set forth herein, do hereto agree as follows:
VOTING AGREEMENTVoting Agreement • January 29th, 2010 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of January __, 2010, by and among QuantRx Biomedical Corp., a Nevada corporation (“Parent”), NuRx Pharmaceuticals, Inc., a Nevada corporation (the “Company”) (only with respect to Section 2(b) hereof), and the undersigned stockholder (“Stockholder”) of the Company.
AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • January 29th, 2010 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada
This Amendment To Rights Agreement (this “Amendment”), dated as of January 27, 2010, is made and entered into by and between NuRx Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement (as defined below).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • April 21st, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT TO CONSULTING AGREEMENT (“Amendment”), dated as of April 1, 2009 (the “Effective Date”), is entered into by and between NuRx Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and SOQ Inc., a California corporation (“Consultant”, and together with the Company, the “Parties”) for the services of Dr. Parkash Gill. All capitalized terms used, but not specifically defined herein, shall have the meaning provided for such terms in the Original Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 29, 2010 BY AND AMONG QUANTRX BIOMEDICAL CORPORATION, NP ACQUISITION CORPORATION AND NURX PHARMACEUTICALS, INC.,Merger Agreement • January 29th, 2010 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 29, 2010, is entered into by and among QuantRx Biomedical Corporaton, a Nevada corporation (“Parent”), NP Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NuRx Pharmaceuticals, Inc., a Nevada corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • December 15th, 2006 • Quest Group International Inc • Medicinal chemicals & botanical products • Utah
THIS CONSULTING AGREEMENT (the “Agreement”), is made and entered into, to be effective as of October 23, 2006, by and between QUEST GROUP INTERNATIONAL, INC., a Nevada corporation (hereinafter “Quest”), and CRAIG DAVIS (hereinafter “Consultant”):
STOCKHOLDER RIGHTS AGREEMENT Dated as of June 1, 2009 BY AND BETWEEN NURX PHARMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as RIGHTS AGENTStockholder Rights Agreement • June 5th, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada
Initially, the Rights will attach to all shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. The Rights will separate from the Company Common Stock and the “Distribution Date” will occur upon the earlier of (i) ten (10) business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired, obtained the right to acquire, or otherwise obtained beneficial ownership of twenty percent (20%) or more of the outstanding shares of Company Common Stock (or an earlier date under certain circumstances specified in the Rights Agreement) (the “Stock Acquisition Date”), and (ii) ten (10) business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning twenty percent (20%) or more of the outstanding Company Common Stock. The Continuing Directors (defined as the directors who are not affiliated or associated with
SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • April 30th, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products
Each subscriber must complete and sign the Subscription Agreement in accordance with the following instructions. Subscribers must meet certain requirements in order for Quest Group International, Inc. (the “Company”), a Nevada corporation, to comply with the offering exemptions from registration and qualification under the Federal Securities Act of 1933, as amended, and applicable state securities laws. The Company will be relying on the accuracy and completeness of information provided in the Subscription Agreement to establish the qualifications of prospective investors and the Company’s legal right to sell these securities. The Subscription Agreement will at all times be kept strictly confidential, unless necessary to establish the legality of a prospective investor’s participation in the offering. The Company should be contacted immediately if there is any change in the information the prospective investor has provided.
SUBSCRIPTION AGREEMENT INSTRUCTIONSSubscription Agreement • June 29th, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products • California
Each subscriber must complete and sign the Subscription Agreement in accordance with the following instructions. Subscribers must meet certain requirements in order for Quest Group International, Inc. (the "Company"), a Nevada corporation, to comply with the offering exemptions from registration and qualification under the Federal Securities Act of 1933, as amended, and applicable state securities laws. The Company will be relying on the accuracy and completeness of information provided in the Subscription Agreement to establish the qualifications of prospective investors and the Company's legal right to sell these securities. The Subscription Agreement will at all times be kept strictly confidential, unless necessary to establish the legality of a prospective investor's participation in the offering. The Company should be contacted immediately if there is any change in the information the prospective investor has provided.
SETTLEMENT AGREEMENTSettlement Agreement • April 15th, 2010 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada
THIS SETTLEMENT AGREEMENT (this “Agreement”) is made by and between NuRx Pharmaceuticals, Inc. (“NuRx”), a corporation existing under the laws of Nevada, and DYVA Holding Ltd. (“DYVA”), a corporation existing under the laws of Switzerland. NuRx and DYVA are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT between VITAE PHARMACEUTICALS, INC. and QUEST GROUP INTERNATIONAL, INC. May 11, 2007License Agreement • July 3rd, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products • California
THIS LICENSE AGREEMENT (hereinafter, this “AGREEMENT”), is entered into as of the 11th day of May 2007 (the “EFFECTIVE DATE”), between Vitae Pharmaceuticals, Inc. (formerly known as “Concurrent Pharmaceuticals, Inc.”), a Delaware corporation having a principal place of business at 502 West Office Center Drive, Fort Washington, PA 19034 (hereinafter, “VITAE”) and Quest Group International, Inc., a Nevada corporation having its principal place of business at 967 West Center, Orem, UT 84057 (hereinafter “QUEST”).
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2007 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • California
This CONSULTING AGREEMENT (this “Agreement”), dated effective as of May 31, 2007, is entered into on November 5, 2007 by and between NuRx Pharmaceuticals, Inc. (formerly known as Quest Group International, Inc.), a Nevada corporation (the “Company”), and SOQ Inc., a California Corporation (“Consultant”) for the services of Dr. Parkash Gill (“Gill”).
DEVELOPMENT AND SERVICES AGREEMENTDevelopment and Services Agreement • August 3rd, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Delaware
This DEVELOPMENT AND SERVICES AGREEMENT (this “Agreement”) is dated as of this 30th day of July, 2009 (the “Effective Date”), by and between QN Diagnostics, LLC, a Delaware limited liability company (“QND”) and QuantRx Biomedical Corporation, a Nevada corporation (“QuantRx”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2006 • Quest Group International Inc • Medicinal chemicals & botanical products • Utah
This Employment Agreement (this “Agreement”) is effective as of October 23, 2006, by and between QUEST GROUP INTERNATIONAL, INC., a Nevada corporation (the “Company”), and MATHEW EVANS, an individual (the “Executive”).
LOCK-UP AGREEMENT May 16, 2007Lock-Up Agreement • July 3rd, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 8th, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products • Utah
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into this 31st day of May, 2007, by and between Quest Group International, Inc., a Nevada corporation (“Seller”), and Quest Group, LLC, a Utah limited liability company (“Buyer”).
LITIGATION SUPPORT FINANCING AGREEMENTLitigation Support Financing Agreement • October 20th, 2010 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Delaware
This Agreement is made as of the 14th day of October, 2010 by and between DYVA Management AG, a company organized under the laws of Switzerland (“DYVA”) and NuRx Pharmaceuticals, Inc., a corporation organized under the laws of Nevada (“NuRx”) hereinafter collectively referred to as the “Parties” and individually referred to as a “Party”.
LIMITED LIABILITY COMPANY AGREEMENT of QN DIAGNOSTICS, LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • August 3rd, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Delaware
CONTRIBUTION AGREEMENTContribution Agreement • August 3rd, 2009 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Delaware
This CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of July 30, 2009 (the “Effective Date”), by and among QN Diagnostics, LLC, a Delaware limited liability company (“Company”), QuantRx Biomedical Corporation, a Nevada corporation (“QuantRx”), and NuRx Pharmaceuticals, Inc., a Nevada corporation (“NuRx”), with reference to the following facts:
TERMINATION AGREEMENTTermination Agreement • July 26th, 2007 • Quest Group International Inc • Medicinal chemicals & botanical products • Utah
This Termination Agreement (“Termination Agreement”) is made and entered into to be effective as of July 20, 2007, by and between Quest Group International, Inc.(hereinafter “Quest”), and Bateman Dynasty, LC (hereinafter “Bateman”). Quest and Bateman are hereinafter referred to as the “Parties.”
