EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2008 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements referred to herein, and the sum of TEN DOLLARS ($10) now paid or to be paid on behalf of the Employer to the Employee, the receipt and sufficiency of which consideration is hereby acknowledged, the parties covenant and agree as follows:
SCHEDULE “A”Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances)
WHEREAS the Employee is presently employed, or is about to be employed pursuant to an Employment Agreement (“Employment Agreement”) dated concurrently herewith, by ViRexx in a position of confidence and trust and under conditions where he has or may have access to technical, confidential and secret information regarding existing r contemplated business of ViRexx;
THIS AGREEMENT made as at the 1st day of January, 2004. BETWEEN: VIREXX MEDICAL CORP., a corporation amalgamated pursuant to the laws of Canada (hereinafter referred to as "ViRexx")Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances)
WHEREAS the Employee is presently employed, or is about to be employed pursuant to an Employment Agreement (“Employment Agreement”) dated concurrently herewith, by ViRexx in a position of confidence and trust and under conditions where he has or may have access to technical, confidential and secret information regarding existing r contemplated business of ViRexx;
Sunray Operating Company LLC 16444 Old Richmond Road Sugar Land, Texas 77478 281/879-9973 (o) 281/933-9054 (f) w5bxx@aol.comVirexx Medical Corp • November 20th, 2006 • Biological products, (no disgnostic substances)
Sunray Operating Company LLC (“Sunray”) is the owner of oil and gas leases (“Leases”) covering 196 acres, more or less, in the captioned area as described on Exhibit “A” attached hereto. Based on information provided by Sunray, you (“Matrixx”) have agreed to acquire an undivided interest in the Leases and participate in the drilling of a 6700’ well, subject to the following terms and conditions:
ViRexx Medical Corp.Memorandum of Amending Agreement • April 5th, 2007 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS the Company and the Employee have entered into an Employment Agreement dated the 15th day of April, 2006 (the “Employment Agreement”);
THIS AGREEMENT made as at the 1st day of January, 2004.Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WITNESSETH THEREFORE THAT in consideration of the mutual covenants and agreements contained in this Agreement, the Employer and the Employee covenant and agree as follows:
THIS AGREEMENT made as at the 15th day of May, 2003. E-53Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
WITNESSETH THEREFORE THAT in consideration of the mutual covenants and agreements contained in this Agreement, the Employer and the Employee covenant and agree as follows:
First Amendment to Exclusive License AgreementExclusive License Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances)
The terms of this First Amendment to the Exclusive License Agreement shall supersede and control over all conflicting terms contained in the Exclusive License Agreement. All other terms and conditions of the Exclusive License Agreement shall remain in full force and effect.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2005 • Virexx Medical Corp • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2007 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS ViRexx carries on the business of a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of chronic hepatitis B, hepatitis C and selected solid tumors (hereinafter called the “Business”);
ARRANGEMENT AGREEMENT among NOVA BANCORP INVESTMENTS LTD. and ALTAREX CORP. and ALTAREX MEDICAL CORP.Arrangement Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
ARRANGEMENT AGREEMENT between VIREXX MEDICAL CORP. and ALTAREX MEDICAL CORP. Dated as of October 15, 2004Arrangement Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
VIREXX MEDICAL CORP., a body corporate existing under the laws of the Province of Alberta with its head office in the City of Edmonton, in the Province of Alberta
THIS AGREEMENT EFFECTIVE THE 1ST DAY OF NOVEMBER, 1999Agreement • April 5th, 2007 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
SUBSCRIPTION FOR UNITS/SHARES (for foreign non-US purchasers) (Alberta Securities Commission Rule 72-501)Virexx Medical Corp • April 5th, 2007 • Biological products, (no disgnostic substances) • Alberta
May 22, 2008 ViRexx Medical Corp.Virexx Medical Corp • July 24th, 2008 • Biological products, (no disgnostic substances) • Alberta
Scott Langille Employment Agreement of April 15, 2006 Agreement Amendments of December 18, 2006Virexx Medical Corp • April 5th, 2007 • Biological products, (no disgnostic substances)
LICENSE AGREEMENT executed this 13 day of December, 2001. BETWEEN: THE GOVERNORS OF THE UNIVERSITY OF ALBERTA, (the "University") AND:License Agreement • December 16th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants herein set forth, the parties hereto have covenanted and agreed as follows:
Contract Research AgreementContract Research Agreement • December 16th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
This Contract Research Agreement (“Agreement”) is made effective this 15th day of November, 1998, by and between the Board of Governors of the University of Alberta on behalf of the Noujaim Institute for Pharmaceutical Oncology Research, (the “Institute”), Faculty for Pharmacy and Pharmaceutical Sciences, University of Alberta (the “University”), of the first part, and Noustar Technologies Inc., and Somagen Diagnostics Inc., collectively, of the second part, (“the Joint Venture”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2008 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS ViRexx carries on the business of a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of chronic hepatitis B, hepatitis C and selected solid tumors (hereinafter called the “Business”);
AGENCY AGREEMENT (PUBLIC OFFERING)Agency Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
The undersigned, Canaccord Capital Corporation (the “Agent”), understands that ViRexx Medical Corp. (the “Corporation”) proposes, subject to the terms hereof, to offer for sale to the public ten million (10,000,000) units (the “Offered Units”), for a total consideration of eight million dollars ($8,000,000) at a price of eighty cents ($0.80) per Unit, in the Provinces of Alberta, British Columbia and Ontario (the “Offering”). Each Unit is comprised of one Common Share and one half of one Series B common share purchase warrant (the “Series B Warrants”). Each Series B Warrant entitles its holder to purchase one common share for a price of one dollar ($1.00) at any time for a period of eighteen (18) months from the First Time of Delivery
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 1st, 2008 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing recitals and of the mutual promises, covenants and agreements hereinafter set forth, the Company and the Contractor hereby promise, covenant and agree as follows:
THIS AGREEMENT made as at the 5th day of April, 2004.Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WITNESSETH THEREFORE THAT in consideration of the mutual covenants and agreements contained in this Agreement, the Employer and the Employee covenant and agree as follows:
The Governors of the University of Alberta, a corporation duly organized and existing under the laws of the Province of Alberta and having its principal office at 222, 8625 - 112 Street, Edmonton, Alberta, T6G 2E1, Canada (hereinafter referred to as...License Agreement • December 16th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS UA is the owner of certain PATENT RIGHTS (as later defined in this AGREEMENT) relating to a technology developed by John Samuel and Glen Kwon, identified as UA IP# 94108 and described in the US Patent application No. 08/737,896 “A Method for Eliciting a Thl Specific Immune Response”(filed: September 24, 1997), which is a continuation-in-part of the US Patent application No. 08/480,499 (filed: June 7, 1995);
DISTRIBUTION AGREEMENT BY AND BETWEEN ALTAREX MEDICAL CORP. AND DOMPÉ INTERNATIONAL S.A.Distribution Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
This Distribution Agreement is entered into this ____ day of _________, 2004 (the “Effective Date”) by and between AltaRex Medical Corp. a Canadian Corp., having offices at 1123 Dentistry/Pharmacy Building, University of Alberta, Edmonton, Alberta, T6G 2N8, Canada (hereinafter “AltaRex”) and Dompé International S.A., a company incorporated under the laws of Switzerland, having offices at World Trade Center, Avenue de Gratta Paille, 1-2, CH 1000 Lausanne 30, Switzerland (hereinafter “Distributor”).
THIS TECHNOLOGY COMMERCIALIZATION AGREEMENT made as of the 1st of January, 2004.Technology Commercialization Agreement • May 19th, 2006 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS the Foundation has approved for Funding the project entitled “A Phase I study of patients with primary or secondary cancers of the liver to determine the safety of Transcatheter Arterial Embolization and Hepclusin Injection” as more particularly described in the Application;
PROTEIN SCIENCES CORPORATION AND VIREXX MEDICAL CORP. COLLABORATIVE DEVELOPMENT AGREEMENTCollaborative Development Agreement • November 28th, 2005 • Virexx Medical Corp • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT is made by and between PROTEIN SCIENCES CORPORATION, 1000 Research Parkway, Meriden, CT 06450-7159 (“PSC”) and VIREXX MEDICAL CORP. 8223 Roper Road, Edmonton, Alberta, Canada T6E 6S4 (“VIREXX”) and is effective as of April 20, 2005 (“Effective Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2005 • Virexx Medical Corp
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the respective covenants and agreements contained herein, the parties hereto covenant and agree as follows:
SUBSCRIPTION AND DEBENTURE PURCHASE AGREEMENTSubscription and Debenture Purchase Agreement • August 12th, 2005 • Virexx Medical Corp • Ontario
for a total purchase price of $2,450,000 (the “Purchase Price”). The Common Shares represent 11.8% of the pro forma outstanding common shares of the Company on April 17, 2002, after giving effect to the purchase of the Common Shares; and
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 12th, 2005 • Virexx Medical Corp • Maryland
This Exclusive License Agreement (“Agreement”) is made and entered into this 17th day of April 2002, by and between AltaRex Corp., a corporation organized and existing under Business Corporations Act (Alberta), Canada, with executive offices located at 610 Lincoln Street, Waltham, Massachusetts 02451 (“AltaRex”) and Unither Pharmaceuticals, Inc., a wholly-owned subsidiary of United Therapeutics Corporation, a corporation organized and existing under the laws of the State of Delaware, located at 1110 Spring Street, Silver Spring, Maryland 20910, U.S.A. (hereinafter referred to as “UP”). AltaRex and UP may be referred to in this Agreement each individually as a “party” and jointly as the “parties”:
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
WHEREAS ViRexx carries on the business of a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of chronic hepatitis B, hepatitis C and selected solid tumors (hereinafter called the “Business”);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 1st, 2008 • Virexx Medical Corp • Biological products, (no disgnostic substances)
ViRexx Medical Corp.Memorandum of Amending Agreement • April 5th, 2007 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS the Company and the Employee have entered into an Employment Agreement dated November 1, 2005 (the “Employment Agreement”);
EMPLOYMENT AGREEMENTAgreement • April 5th, 2007 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements referred to herein, and the sum of TEN DOLLARS ($10) now paid or to be paid on behalf of the Employer to the Employee, the receipt and sufficiency of which consideration is hereby acknowledged, the parties covenant and agree as follows:
ASSET PURCHASE AGREEMENT BETWEEN ALTAREX CORP. AND ALTAREX MEDICAL CORP.Asset Purchase Agreement • August 12th, 2005 • Virexx Medical Corp
WITNESSETH that in consideration of the foregoing premises and the mutual promises and covenants herein contained and the payment of the sum of One ($1.00) Dollar now exchanged by and between each of the parties hereto and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto covenant and agree, each with the other, as follows:
CONSULTING SERVICES AGREEMENTAgreement • April 1st, 2008 • Virexx Medical Corp • Biological products, (no disgnostic substances) • Alberta
WHEREAS ViRexx carries on the business of a biopharmaceutical company focused on developing and commercializing immunal therapeutic products and products for the treatment of selected solid tumors and fibroids (hereinafter called the “Business”), and is developing particular products, specifically, OvaRex MAb, Occlusin 50 Injection and Occlusin 500 AED (the ”ViRexx Products”)
