INDEMNITY AGREEMENTIndemnity Agreement • June 21st, 2006 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”), dated as of _____________, 20___, (the “Effective Date”) is entered into by and between Raptor Pharmaceutical Inc., a Delaware corporation (the “Company”) and _________________, a director and/or officer of the Company (the “Indemnitee”).
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations
This FIRST AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of this 31st day of December, 2008, by and between Raptor Pharmaceutical Inc. (the “Company”) and Kim R. Tsuchimoto (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2006 • Highland Clan Creations Corp • Retail-eating places • California
This Employment Agreement (the “Agreement”) is entered into as of May 15, 2006 (the “Effective Date”) between Raptor Pharmaceutical Inc., a Delaware corporation with its principal offices located at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (the “Company”), and Todd C. Zankel., a resident of San Francisco, California (the “Employee”).
STOCKHOLDER RIGHTS AGREEMENT dated as of December 5, 2008 between Raptor Pharmaceuticals Corp. and Nevada Agency & Trust Company as Rights AgentStockholder Rights Agreement • December 9th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Nevada
RAPTOR PHARMACEUTICALS CORP. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • August 25th, 2006 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
Pursuant to the terms and conditions of the Company’s 2006 Equity Incentive Plan (the “Plan”), you have been granted a Non-Qualified Stock Option to purchase ________shares of stock as outlined below.
VOTING AGREEMENTVoting Agreement • August 25th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 27, 2009, by and among TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“TPT”), RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (“Raptor”), and the undersigned stockholder of Raptor (“Stockholder”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 9 shall have the meaning given to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TORREYPINES THERAPEUTICS, INC., a Delaware corporation; ECP ACQUISITION, INC., a Delaware corporation; and RAPTOR PHARMACEUTICALS CORP., a Delaware corporation Dated as of July 27, 2009Agreement and Plan of Merger and Reorganization • August 25th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
VOTING AGREEMENTVoting Agreement • July 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 27, 2009, by and among RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (“Raptor”), TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“TPT”), and the undersigned stockholder of TPT (“Stockholder”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 9 shall have the meaning given to such terms in the Merger Agreement (as defined below).
ContractWarrant Agreement • April 15th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE “ACTS”). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of May 21, 2008, by and among RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (the “Company”), and the individuals and entities identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”) and shall become effective immediately subsequent to the Closing of the Purchase Agreement.
PAYOFF LETTERPurchase Agreement • January 14th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations
Reference is made to (i) that certain Note Purchase Agreement (the “Note Agreement”) dated as of February 2006 by and among Convivia, Inc., a Delaware corporation (“Obligor”) and Harold Snyder (“Obligee”), (ii) that certain Secured Promissory Note (the “Note”) dated as of February 16, 2006 of Obligor in favor of Obligee in the principal amount of One Hundred Sixteen Thousand One Hundred Dollars ($116,100), bearing an interest rate of five percent (5.0%) per annum, (iii) that certain Security Agreement (the “Security Agreement”) dated as of February 2006 by and among Obligor and Obligee, and (iv) that certain Intellectual Property Security Agreement (the “IP Security Agreement”) dated as of February 2006 by and among Obligor and Obligee, and the various financing agreements related thereto (collectively, each as amended from time to time, the “Financing Documents”). Obligee understands that, on the Payoff Date (as hereinafter defined), Obligor expects to repay in full all of the obligat
SUPPLY AGREEMENTSupply Agreement • October 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • New York
This Supply Agreement (“Agreement”) is effective as of this 20th day of July, 2009 (“Effective Date”), by and between Mylan Pharmaceuticals Inc., a corporation duly organized under the laws of the state of West Virginia (MYLAN”), and Raptor Therapeutics Inc., a corporation duly organized under the laws of Delaware (“RAPTOR”). RAPTOR and MYLAN may be referred to herein as the “Party” or “Parties.”
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations
This FIRST AMENDMENT to the Employment Agreement (as defined below), effective January 1, 2009, is hereby entered into as of this 31st day of December, 2008, by and between Raptor Therapeutics Inc. (f/k/a Bennu Pharmaceuticals Inc.) (the “Company”) and Thomas E. Daley (the “Employee”).
HIGHLAND CLAN CREATIONS CORP. 939 Peace Portal Drive Blaine, WA 98230 USAThe Agreement • March 14th, 2006 • Highland Clan Creations Corp • Retail-eating places • Nevada
This letter sets out the agreement (“Agreement”) reached among Highland Clan Creations Corp. as purchaser (“Highland”), and Dr. Christopher Starr (“Starr”), Erich Sager (“Sager”), Dr. Todd Zankel (“Zankel”) and Falcon Corporate Investments Ltd. (“Falcon”) as vendors (collectively, the “Vendors”) regarding the transfer and sale by the Vendors of all of the issued and outstanding shares of Raptor Pharmaceutical Inc. (the “Company”) to Highland by the Vendors upon the terms and conditions set forth herein.
RAPTOR PHARMACEUTICALS CORP. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 9th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May 21, 2008 (the “Effective Date”), by and among RAPTOR PHARMACEUTICALS CORP., a Delaware corporation (the Company”), and the individuals and entities identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is entered into as of September 7, 2007 (the “Effective Date”) between Bennu Pharmaceuticals Inc., a Delaware corporation with its principal offices located at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (the “Company”), and Thomas E. Daley, a resident of San Mateo, California (the “Employee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 26th, 2006 • Highland Clan Creations Corp • Retail-eating places
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of January 27, 2006 (the “Effective Date”), by and between Raptor Pharmaceutical Inc., a Delaware corporation (“Raptor”), and BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”). BioMarin and Raptor are each referred to herein individually as a “Party” and collectively as the “Parties.”
SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 29th, 2004 • Highland Clan Creations Corp • Retail-eating places • British Columbia
HIGHLAND CLAN CREATIONS CORP, a company incorporated under the laws of the State of Nevada having its office at Suite 219 10654 Whyte Avenue, Edmonton, Alberta T6E 2A7;
Collaboration and License AgreementCollaboration and License Agreement • October 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • New Jersey
with an office and place of business at 340 Kingsland Street, Nutley, New Jersey 07110, U.S.A. (“Roche Nutley”; Roche Basel and Roche Nutley together referred to as “Roche”)
SECURITY AGREEMENTSecurity Agreement • May 26th, 2006 • Highland Clan Creations Corp • Retail-eating places • California
This SECURITY AGREEMENT (this “Agreement”) is entered into as of January 27, 2006 (the “Effective Date”), by and between Raptor Pharmaceutical Inc., a Delaware corporation (“Raptor”), and BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”). BioMarin and Raptor are each referred to herein individually as a “Party” and collectively as the “Parties.”
MERGER AGREEMENTMerger Agreement • April 15th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This Merger Agreement (this “Agreement”) is dated December 14, 2007 (the “Effective Date”), and is by and among Encode Pharmaceuticals, Inc., a company having a place of business located at 801 Brickell Avenue, Suite 942, Miami, Florida 33131 (hereinafter referred to as “Encode”), Raptor Pharmaceuticals, Corp., a company having a place of business located at 9 Commercial Boulevard, Suite 200, Novato, CA 94949 (hereinafter referred to as “Raptor”), Bennu Pharmaceuticals Inc., a company duly organized and existing under the laws of the State of Delaware, having a place of business located at 9 Commercial Boulevard, Suite 200, Novato, CA 94949 (hereinafter referred to “Bennu”), and Nicholas Stergis, an individual having a place of business at 801 Brickell Avenue, Suite 942, Miami, Florida 33131.
PATHEON PROPOSAL: BNU-FCO1-0401-1107-R0Raptor Pharmaceuticals Corp. • April 15th, 2008 • Pharmaceutical preparations • Ohio
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 4th, 2006 • Highland Clan Creations Corp • Retail-eating places • British Columbia
WITNESSES that in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which being hereby acknowledged by each party), the parties covenant and agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 3rd, 2006 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 27, 2006 (the “Effective Date”), by and between Raptor Pharmaceutical Inc., a Delaware corporation (“Raptor”), and BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”). BioMarin and Raptor are each referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • July 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Nevada
This Amendment to the Stockholder Rights Agreement (this “Amendment”), dated as of July 27, 2009 is between Raptor Pharmaceuticals Corp., a Delaware corporation (the “Company”), and Nevada Agency and Transfer Company, as Rights Agent (the “Rights Agent”).
LOAN AGREEMENT betweenLoan Agreement • January 14th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations
WARRANT AMENDMENT AND SUBSCRIPTION AGREEMENTWarrant Amendment and Subscription Agreement • October 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This Warrant Amendment and Subscription Agreement (this “Agreement”) is entered into as of July 17, 2009 between Raptor Pharmaceuticals Corp., a Delaware corporation (the “Company”), and the undersigned warrantholder (“Investor”), with respect to the exercise of the those warrants (collectively, the ”Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (“Common Stock”) issued to Investor in connection with the Company’s private placement of units (consisting of the Company’s common stock and warrants) pursuant to the terms of that certain Securities Purchase Agreement, dated May 21, 2008, by and among the Company, the Investor, and the other parties named therein, as amended by that certain Amendment to Securities Purchase Agreement, dated May 21, 2008 (collectively, the “Purchase Agreement”). Pursuant to this Agreement, Investor will purchase the number of shares of Common Stock set forth on the subscription forms of such Warrants (the “Subscription F
ESCROW AGREEMENT WITH NATCO PROCEEDS ESCROW AGREEMENTEscrow Agreement With Natco Proceeds Escrow Agreement • July 29th, 2003 • Highland Clan Creations Corp • Non-operating establishments
THIS AGREEMENT, made _______________, 2003, between, THE NEVADA AGENCY AND TRUST COMPANY, transfer agent, hereinafter called "Escrow Agent;" and HIGHLAND CLAN CREATIONS CORP., a Nevada corporation, with principal offices at Suite 219, 10654 Whyte Avenue, Edmonton, Alberta, Canada T6E 2A7, hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."
ContractPrivate Placement Subscription Agreement • June 21st, 2006 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 26th, 2006 • Highland Clan Creations Corp • Retail-eating places • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 27, 2006 (the “Effective Date”), by and between Raptor Pharmaceutical Inc., a Delaware corporation (“Raptor”), and BioMarin Pharmaceutical Inc., a Delaware corporation (“BioMarin”). BioMarin and Raptor are each referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT BETWEEN Encode Pharmaceuticals, Inc. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR CASE NO. SD2006-092License Agreement • April 15th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • California
This agreement (“Agreement”) is made by and between Encode Pharmaceuticals, Inc. (EPI), a Delaware corporation having an address at 801 Brickell Avenue, 9th Floor, Miami, FL 33131 (“LICENSEE”) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“UNIVERSITY”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer & Intellectual Property Services, Mail Code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • California
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 17, 2007 (the “Effective Date”), by and between Bennu Pharmaceuticals Inc., a Delaware corporation (“Buyer”), Raptor Pharmaceuticals Corp., a Delaware corporation (“Parent”) (for the limited purpose of the obligations set forth in Section 6.4), Thomas E. Daley (“Daley”) and Convivia, Inc., a Delaware corporation (“Seller”, and collectively with Daley, the “Convivia Parties”). Buyer, Parent and the Convivia Parties are each referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 to LICENSE AGREEMENT, UC CONTROL NUMBER 2008-03-0236, EFFECTIVE DECEMBER 29, 2006 between ENCODE PHARMACEUTICALS, INC. (ACQUIRED BY BENNU PHARMACEUTICALS, INC.) and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA for: SD2006-092:...Merger Agreement • April 15th, 2008 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • California
This amendment (“Amendment”) to the license agreement UC Control No. 2008-03-0236, effective October 31, 2007 (“Agreement”) is made by and between Bennu Pharmaceutical, Inc. (“RECIPIENT”), having an address at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (“Licensee” as of December 14, 2007) and The Regents of the University of California, a California corporation having its statewide administrative offices at 1111 Franklin Street, Oakland, California 94607-5200 (“University”), represented by its San Diego campus having an address at University of California, San Diego, Technology Transfer Office, Mail-code 0910, 9500 Gilman Drive, La Jolla, California 92093-0910 (“UCSD”).
RAPTOR PHARMACEUTICALS CORP. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2009 • Raptor Pharmaceuticals Corp. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is made as of August 21, 2009 (the “Effective Date”), by and among Raptor Pharmaceuticals Corp., a Delaware corporation (the Company”), and the individuals and entities identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 12th, 2002 • Highland Clan Creations Corp
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Highland Clan Creations Corp. (the "Company") at a price of $0.10 per Share (the "Subscription Price") Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the Subscription Price for such Shares.
