EXHIBIT 10.2 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 28, 2007, among EpiCept Corporation, a Delaware corporation (the "Company"), and the several purchasers...Registration Rights Agreement • June 29th, 2007 • Epicept Corp • Pharmaceutical preparations
Exhibit 10.2 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE...Warrant Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations
COMMON STOCK PURCHASE WARRANT IMMUNE PHARMACEUTICALS INC.Common Stock Purchase Warrant • October 11th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (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 [ ], 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”); provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security h
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2012 • Epicept Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2012, between EpiCept Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXECUTION VERSION NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 30th, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
EXHIBIT 10.3 ------------ NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND,...Warrant Agreement • June 29th, 2007 • Epicept Corp • Pharmaceutical preparations
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations • New York
EXHIBIT 10.2 ------------ COMMON STOCK PURCHASE WARRANT [WM08-*] To Purchase ___ Shares of Common Stock of EPICEPT CORPORATION THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, [ ] (the "Holder"), is entitled, upon...Common Stock Purchase Warrant • March 7th, 2008 • Epicept Corp • Pharmaceutical preparations
RECITALS:Indemnification Agreement • April 28th, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
5,500,000 Shares Common Stock ($0.0001 par value)Underwriting Agreement • April 28th, 2005 • Epicept Corp • Pharmaceutical preparations • New York
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 21, 2006, among EpiCept Corporation, a Delaware corporation (the "Company"), and the several purchasers signatory...Registration Rights Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2018 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2018, between Immune Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
BETWEENLease Agreement • January 10th, 2005 • Epicept Corp
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 7th, 2008 • Epicept Corp • Pharmaceutical preparations • New York
EpiCept Corp. 270 Sylvan Ave. Englewood Cliffs, NJ 07632 January 16, 2006Severance Agreement • January 20th, 2006 • Epicept Corp • Pharmaceutical preparations • New Jersey
WITNESSETH:Employment Agreement • January 10th, 2005 • Epicept Corp • New Jersey
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • June 29th, 2007 • Epicept Corp • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 18th, 2018 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 12, 2018, by and between Immune Pharmaceuticals Inc., a Delaware corporation, with its address at 550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ 07632 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
EXHIBIT 4.5 NEITHER THIS WARRANT NOR ANY SECURITIES THAT MAY BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT AND ANY SUCH...Stock Purchase Warrant • April 28th, 2005 • Epicept Corp • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • February 9th, 2012 • Epicept Corp • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EpiCept Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.0001 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).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE July 7, 2018Convertible Security Agreement • July 10th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Immune Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ 07632, designated as its Senior Secured Convertible Promissory Note due July 7, 2018 (this “Note”, or the “Note” and collectively with the other Notes of such series, the “Notes”).
ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTUREConvertible Security Agreement • May 14th, 2018 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Debentures of Immune Pharmaceuticals, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 550 Sylvan Avenue, Suite 101. Englewood Cliffs, NJ. 07632, designated as its Original Issue Discount Convertible Debenture due on the Maturity Date (as defined below) (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
Immune Pharmaceuticals Inc. and VStock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October [ ], 2017 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 16th, 2017 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of October [ ], 2017 (“Agreement”), between Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2016 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2016, between Immune Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, the “Purchasers” and each a “Purchaser”).
WITNESSETH:Employment Agreement • January 10th, 2005 • Epicept Corp • New Jersey
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 7, 2006, among EpiCept Corporation, a Delaware corporation (the "Company"), and the several purchasers signatory...Registration Rights Agreement • February 8th, 2006 • Epicept Corp • Pharmaceutical preparations
Exhibit 10.8 AMENDMENT #1 TO LICENSE AGREEMENT THIS AMENDMENT #1 TO LICENSE AGREEMENT (this "Amendment #1"), dated as of October 1, 2004 (the "Effective Date"), is made by and between Adolor Corporation, a Delaware corporation having its principal...License Agreement • January 10th, 2005 • Epicept Corp
RECITAL:Sublicense Agreement • May 3rd, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
BY AND AMONGNote Purchase Agreement • November 1st, 2005 • Epicept Corp • Pharmaceutical preparations • Delaware
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is entered into as of September 6, 2005 and effective upon the Closing of the Merger, by and among EpiCept Corporation, a Delaware corporation (the...Registration Rights Agreement • January 9th, 2006 • Epicept Corp • Pharmaceutical preparations • Delaware
ARTICLE I. CERTAIN DEFINITIONSStandby Equity Distribution Agreement • December 27th, 2006 • Epicept Corp • Pharmaceutical preparations • New York
CONFIDENTIALPlacement Agent Agreement • July 1st, 2010 • Epicept Corp • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 12th, 2008 • Epicept Corp • 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 five year anniversary of the issuance of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from EpiCept Corporation, a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.0001 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).
Exhibit 10.10 REVISED & RESTATED ROYALTY AGREEMENT This Royalty Agreement (this "Agreement"), dated as of July 16, 2003 (the "Effective Date"), is entered into by and between EpiCept Corporation, successor-in-interest of American Pharmed Labs, Inc., a...Royalty Agreement • May 3rd, 2005 • Epicept Corp • Pharmaceutical preparations • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2014 • Immune Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2014, between Immune Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
