EXHIBIT 4.4 BEIJING MED-PHARM CORPORATION FORM OF SERIES [A/B] WARRANT FOR COMMON STOCK THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT MAY NOT BE SOLD OR...Warrant Agreement • November 15th, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries
FORM OF SUBSCRIPTION AGREEMENT, AS AMENDEDSubscription Agreement • November 15th, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
WITNESSETHEmployment Agreement • January 11th, 2005 • Beijing Med Pharm Corp • Delaware
AB GROUP" means AB, AB's ultimate holding undertaking from time to time and their Subsidiaries from time to time; "AB SHARES" means the Shares held by a member of the AB Group; "AB SHAREHOLDER" means the holder for the time being of the AB Shares;...Shareholders' Agreement • January 30th, 2007 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Beijing
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of this 14th day of October 2005, effective as of January 18, 2005, by and between BEIJING MED- PHARM CORPORATION, a Delaware corporation ("BMP"), and David Gao (the "Executive"). WHEREAS, BMP...Employment Agreement • November 29th, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AGREEMENT AND PLAN OF MERGER by and among SANOFI-AVENTIS STAR 2010, INC. and BMP SUNSTONE CORPORATION Dated as of October 28, 2010Merger Agreement • November 2nd, 2010 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 28, 2010 (this “Agreement”), by and among sanofi-aventis, a French société anonyme (“Parent”), Star 2010, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and BMP Sunstone Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
CONTENTSOffice Lease Agreement • November 15th, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries
RECITALSShare Transfer Agreement • January 11th, 2005 • Beijing Med Pharm Corp
BMP SUNSTONE CORPORATION and THE BANK OF NEW YORK MELLON, Trustee FORM OF INDENTURE Dated as of ___, ___ Senior Debt SecuritiesIndenture • January 27th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE, dated as of ___, ___, between BMP Sunstone Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania 19462, and The Bank of New York Mellon, as trustee (herein called the “Trustee”).
BMP SUNSTONE CORPORATION and THE BANK OF NEW YORK MELLON, Trustee FORM OF INDENTURE Dated as of ___, ___ Senior Debt SecuritiesIndenture • March 16th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE, dated as of ___, ___, between BMP Sunstone Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania 19462, and The Bank of New York Mellon, as trustee (herein called the “Trustee”).
BMP SUNSTONE CORPORATION and THE BANK OF NEW YORK MELLON, Trustee FORM OF INDENTURE Dated as of ___, ___ Subordinated Debt SecuritiesIndenture • January 27th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • New York
INDENTURE, dated as of ___, ___, between BMP Sunstone Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company”), having its principal office at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, Pennsylvania 19462, and The Bank of New York Mellon, as trustee (herein called the “Trustee”).
ContractEnablex Agreement • January 23rd, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries
* Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under 17 C.F.R. Sections 200.80(b)(4), 200.83 and 230.406.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2010 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries
THIS AGREEMENT, made as of July 13, 2010, by and between BMP SUNSTONE CORPORATION, a Delaware corporation (“BMP”), and Zhijun Tong (the “Executive”).
REGISTRATION AGENCY CONTRACT ON PRODUCTS MED-ANGIN AND MED-BRONCHOL CONTRACT NO.: BMP/ Klosterfrau 20050622a PARTY A: MCM Klosterfrau Klosterfrau GmbH(Hereinafter referred to as "KLOSTERFRAU") Address: Gereonsmithlengasse 1-11 D-50670 Koln; Germany...Registration Agency Contract • November 15th, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries
Form of Subscription AgreementSubscription Agreement • March 16th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries
complied, in all material respects, with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
EXHIBIT 10.2 CONSULTING AGREEMENT THIS AGREEMENT, dated as of the 1st day of July, 2004, by and between BEIJING MED-PHARM CORPORATION, a Delaware corporation (the "Company"), whose mailing address is 1180 Main Street, Coventry, CT 06238 and NING NING...Consulting Agreement • January 11th, 2005 • Beijing Med Pharm Corp • Delaware
BMP SUNSTONE CORPORATION Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 10th, 2008 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
Philadelphia Brokerage Corporation Radnor Corporate Center Building Two, Suite 111 100 Matsonford Road Radnor, Pennsylvania 19087
Subscription AgreementSubscription Agreement • November 6th, 2007 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
AgreementResignation Agreement • January 24th, 2011 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries
Party A: BMP Sunstone Corporation (f/k/a Beijing Med-Pharm Corporation, will refer as “BMP” below), Sunstone China Limited, Sunstone (Tangshan) Pharmaceutical Co., Ltd.
EXHIBIT 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION...Warrant Agreement • January 11th, 2005 • Beijing Med Pharm Corp • Delaware
NOTE EXCHANGE AGREEMENTNote Exchange Agreement • March 16th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS NOTE EXCHANGE AGREEMENT, dated as of March 13, 2009 (the “Agreement”), is entered into by and between BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the person identified as the “Noteholder” on Schedule A hereto (the “Noteholder”, and together with the Company, the “Parties”).
BEIJING MED-PHARM CORPORATION FORM OF WARRANT FOR COMMON STOCKWarrant Agreement • December 21st, 2006 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • November 2nd, 2010 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of October 28, 2010, by and among sanofi-aventis, a French société anonyme, (“Parent”), and the undersigned stockholders (each, a “Stockholder”) of BMP Sunstone Corporation, a Delaware corporation (the “Company”), identified on the signature pages hereto.
AMENDMENT LETTER TO EXCLUSIVE PATENT AND KNOW HOW LICENCE Beijing Med-Pharm Corporation 600 West Germantown Pike Suite 400 Plymouth Meeting PA 19462 USA Dear SirsExclusive Patent and Know How Licence Agreement • January 26th, 2006 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries
Re: Exclusive Patent and Know How Licence Agreement between pSiOncology Pte Limited (“Licensor”), Beijing Med-Pharm Corporation (“Licensee”) and pSiMedica Limited (“pSiMedica”) dated 26th October 2005 (“the Licence”)
Ben Austin Dennis Willson Beijing Med-Pharm Corporation Cytokine PharmaSciences CorporationDistribution Agreement • September 2nd, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries
Plymouth Meeting, PA and King of Prussia, PA – August 29, 2005 – Beijing Med-Pharm Corporation (BJGP.PK) and Cytokine PharmaSciences, Inc. today announced they have reached a distribution agreement whereby Beijing Med-Pharm will be responsible for the distribution of Cytokine’s Cervidil® vaginal insert in the People’s Republic of China.
DISTRIBUTORSHIP AGREEMENTDistributor Agreement • September 6th, 2005 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Cytokine PharmaSciences, Inc. (hereinafter “CPSI”), a Delaware corporation with principal offices at Walnut Hill Plaza, 150 South Warner Road, Suite 420, King of Prussia, Pennsylvania 19406 USA and Controlled Therapeutics (Scotland) Limited, a Scottish limited liability company, having its principal offices at One Redwood Place, Peel Park Campus, East Kilbride, Scotland G74 5PB (hereinafter referred to as “CTS”); and
Equity Transfer Agreement Between Sunstone Pharma (Tangshan City) and Beijing Enhao Technology Development Co, Ltd., on Transfer of Equity in Zhangjiakou Shengda Pharmaceutical Co., Ltd. Date: December 19, 2008Equity Transfer Agreement • February 10th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries
This agreement is hereby made and entered into by and between the following two parties on December 19, 2008 in Tangshan City, Hebei Province.
PURCHASE AGREEMENTPurchase Agreement • March 16th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS PURCHASE AGREEMENT, dated as of March 16, 2009 (the “Agreement”), is entered into by and between BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the person identified as the “Investor” on the signature page hereto (the “Investor”, and together with the Company, the “Parties”).
BMP SUNSTONE CORPORATION 12.5% Subordinated Convertible Notes due July 1, 2011 PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 16th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
September 28, 2007 (Mr. Han Zhiqiang) and (Mr. Tong Zhijun) and Beijing Med- Pharm Corporation SALE AND PURCHASE AGREEMENT relating to the sale and purchase of 51% of the issued share capital of Hong Kong Fly International Health Care LimitedSale and Purchase Agreement • October 4th, 2007 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
Han Zhiqiang, a citizen of the PRC, with PRC Identity Card No. 130202196402110035, and domicile of Room 501, Unit 4, BLDG 104, Guangming Xili Yiqu, Lubei Qu, Tanshan, Heibei Province, PRC (“Vendor A”);
AGREEMENT TO AMEND 12.5% MARCH EXCHANGE SECURED CONVERTIBLE NOTES DUE JULY 1, 201112.5% March Exchange Secured Convertible Notes Amendment • May 19th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS AGREEMENT TO AMEND 12.5% MARCH EXCHANGE SECURED CONVERTIBLE NOTES DUE JULY 1, 2011, dated May 14, 2009 (this “Agreement”), is entered into by BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the other signatories hereto (collectively, the “Applicable Noteholders”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Original Notes (as defined below).
BMP Sunstone Corporation 600 W. Germantown Pike, Suite 400 Plymouth Meeting, PA 19462 Attention: Chief Executive Officer Ladies and Gentlemen: The undersigned (the “Investor”), hereby confirms its agreement with you as follows:Purchase Agreement • February 17th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • New York
Investor; instead, such Shares will be credited to the Investor using customary book-entry procedures. Certificates representing the Warrants purchased by the Investor will be issued to the Investor promptly after the Closing Date.
1,149,374 Shares of Common Stock Warrants to Purchase 574,687 shares of Common Stock REGISTERED DIRECT PLACEMENT AGENCY AGREEMENTRegistered Direct Placement Agency Agreement • February 17th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • New York
SECOND AGREEMENT TO AMEND 12.5% MARCH CASH SECURED CONVERTIBLE NOTES DUE JULY 1, 2011Second Agreement to Amend 12.5% March Cash Secured Convertible Notes • May 19th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS SECOND AGREEMENT TO AMEND 12.5% MARCH CASH SECURED CONVERTIBLE NOTES DUE JULY 1, 2011, dated May 14, 2009 (this “Agreement”), is entered into by BMP Sunstone Corporation, a Delaware corporation (the “Company”), and James I. Freeman (the “Applicable Noteholder”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Original Notes (as defined below).
BEIJING MED-PHARM CORPORATION Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 23rd, 2007 • Beijing Med Pharm Corp • Wholesale-drugs, proprietaries & druggists' sundries • Pennsylvania
Beijing Med-Pharm Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell for an aggregate of minimum gross consideration of $30,000,000 and an aggregate gross maximum consideration of $55,000,000, Units (the “Units”), with each Unit comprising one (1) share (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and warrants to purchase two-tenths (0.2) shares of Common Stock (the “Warrants;” the Units, the Shares and the Warrants are hereby referred to as the “Securities”). The Securities are more fully described in the Registration Statement (as defined herein). This is to confirm the agreement between the Company a
