AGREEMENT OF LEASE between SLG Graybar Sublease LLC Landlord and FermaVir Research, Inc. Tenant Dated as of July 1, 2005 Room 445-47 420 Lexington Avenue New York, New YorkLease Agreement • February 3rd, 2006 • Fermavir Pharmaceuticals, Inc. • Retail-nonstore retailers
LEASE (this “Lease”) made as of the 1st day of July 2005 between SLG Graybar Sublease LLC having an office c/o SL Green Realty Corp., at 420 Lexington Avenue, New York, New York, 10170, hereinafter referred to as “Landlord”, and FermaVir Research, Inc., a ____________ corporation having an office at ____________ , hereinafter referred to as “Tenant”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations
This Securities Purchase Agreement (this “Agreement”) is made as of January 10, 2007 between FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor” and collectively, the “Investors”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 6th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated effective as of March 28, 2006 (the "Effective Date") is made and entered into by and between Frederick Larcombe, an individual (the "Executive") FermaVir Pharmaceuticals, Inc., a company incorporated under the laws of the state of Florida (the "Company").
ContractStock Purchase Warrant • August 22nd, 2005 • Venus Beauty Supply Inc • Retail-nonstore retailers
PARENT VOTING AGREEMENTParent Voting Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS PARENT VOTING AGREEMENT ( this “Agreement”) is entered into as of April 9, 2007, by and between FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and certain Stockholders of INHIBITEX, INC., a Delaware corporation (“Parent”), whose signatures appear on the signature pages to this Agreement (each a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
AMENDMENT AGREEMENTAmendment Agreement • March 26th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment Agreement dated as of March 19, 2007 (the “Amendment”) by and between (the “Investor”) and FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), amends certain provisions of Warrant No. expiring January 10, 2017, issued by the Company to the Investor (the “Prior Warrant”). Capitalized terms that are used and not defined in this Amendment that are defined in the Prior Warrant shall have the respective definitions set forth in the Prior Warrants.
SECURITY AGREEMENTSecurity Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 9, 2007, by FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (“FPI”) and FERMAVIR RESEARCH, INC., a Delaware corporation (“FRI”, each of FPI and FRI is referred to herein individually as a “Grantor” and collectively as the “Grantors”), and INHIBITEX, INC., a Delaware corporation (the “Purchaser” or the “Collateral Agent”), as Collateral Agent on behalf of the Holders (as defined herein).
ContractConsulting Agreement • August 22nd, 2005 • Venus Beauty Supply Inc • Retail-nonstore retailers • New York
Contract12% Note Due January 1, 2007 • June 22nd, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
CAPITAL STOCK PURCHASE AGREEMENTCapital Stock Purchase Agreement • February 24th, 2005 • Venus Beauty Supply Inc • Retail-nonstore retailers • Florida
This Agreement sets forth the terms and conditions upon which Purchaser is acquiring from the Shareholder and the Shareholder is selling and delivering to the Purchaser, free and clear of all liabilities, obligations, claims, liens and encumbrances, 2,000,000 shares of the Companys common stock, par value $.001 per share (the "Shares").
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • August 22nd, 2005 • Venus Beauty Supply Inc • Retail-nonstore retailers • Florida
This MANAGEMENT RIGHTS AGREEMENT (the “Agreement”) is entered into effective as of August 16, 2005 (the “Effective Date”) by and among Venus Beauty Supply, Inc., a Florida corporation (the “Company”), Gabriele M. Cerrone, (the “Consultant”) and Panetta Partners, Ltd., a Colorado limited partnership (“Shareholder”), with reference to the facts and circumstances set forth in the Recitals below:
ContractPatent and Technology License Agreement • February 3rd, 2006 • Fermavir Pharmaceuticals, Inc. • Retail-nonstore retailers • Cardiff
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AGREEMENT OF TERMINATIONTermination Agreement • March 15th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WHEREAS, the Parties hereto entered into a Repurchase Option Agreement dated as of March 16, 2006 (the “Repurchase Option Agreement”), which, among other things, contains certain rights, obligations, and duties of the Parties; and
TECHNOLOGY ACQUISITION AGREEMENTTechnology Acquisition Agreement • April 6th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ThisTECHNOLOGY ACQUISITION AGREEMENT(the “Agreement”) is dated effective as of March 16, 2006 (the “Effective Date”) by and among FermaVir Pharmaceuticals, Inc., a Florida corporation (“Fermavir”) and Fermavir Research, Inc., a Delaware corporation (“Fermavir Research”, and together with Fermavir referred herein as the “Company”), on the one hand, and Chris McGuigan, a resident of Wales, Erik DeClercq, a resident of Belgium and Jan Balzarini, a resident of Belgium (collectively, “Holders”), on the other hand, with reference to the facts and circumstances set forth in the Recitals below.
FERMAVIR PHARMACEUTICALS, INC. REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • April 6th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT is made as of March 16, 2006 between FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), and Chris McGuigan (the “Shareholder”).
Letter of Engagement FERMAVIR PHARMACEUTICALS, INC. December 12, 2005Letter of Engagement • December 14th, 2005 • Fermavir Pharmaceuticals, Inc. • Retail-nonstore retailers
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. (“Trilogy”) by FermaVir Pharmaceuticals, Inc. (“FMVR” or the “Company”):
ContractNote Agreement • September 28th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
FERMAVIR PHARMACEUTICALS, INC. AMENDMENT AGREEMENTAmendment Agreement • November 15th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment Agreement dated as of November 9, 2006 (the “Amendment”) by and between __________ (the “Investor”) and FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), amends certain provisions of Warrants expiring June 30, 2014, _________ (the “Prior Warrants”) issued by the Company to the Investor pursuant to a Securities Purchase Agreement dated as of November 9, 2006 between the Company and Investor.
VENUS BEAUTY SUPPLY, INC. REPURCHASE AGREEMENTRepurchase Agreement • August 22nd, 2005 • Venus Beauty Supply Inc • Retail-nonstore retailers • New York
This Agreement is entered into as of August 16, 2005 by and between Venus Beauty Supply, Inc., a Florida corporation (the “Company”), and Panetta Partners Ltd., a Colorado limited partnership (“Shareholder”).
AGREEMENT OF TERMINATIONTermination Agreement • March 15th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WHEREAS, the Parties hereto entered into a Technology Acquisition Agreement dated as of March 16, 2006 (the “Technology Acquisition Agreement”), which, among other things, contains certain rights, obligations, and duties of the Parties; and
FermaVir Pharmaceuticals, Inc. 420 Lexington Avenue, Suite 445 New York, NY 10170 LETTER AGREEMENTLetter Agreement • September 28th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), is offering shares of its common stock, par value $0.0001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”) as an extension fee to certain accredited investors (the “Investors”) that participated in a private offering of 12% notes due January 1, 2007 (the “Notes” in June and July 2006 (the “Prior Offering”). The offer is made to facilitate additional financing in the form of the issuance of 8% notes due January 1, 2008 and warrants expiring June 30, 2014 in an amount up to an additional $100,000. If accepted, the Investors would hold notes and warrants with the same terms as the participants in the new financing, except that interest accrued through August 31, 2006 will have been accrued at the higher annual interest rate of 12%.
NOTE PURCHASE AGREEMENT by and between FermaVir Pharmaceuticals, Inc., and Inhibitex, Inc. Dated as of April 9, 2007Note Purchase Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NOTE PURCHASE AGREEMENT dated as of April 9, 2007, by and between FermaVir Pharmaceuticals., Inc., a Florida corporation (the “Company”), and Inhibitex, Inc., a Delaware corporation (the “Purchaser”).
AMENDMENT TO OPTION AGREEMENTOption Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Amendment (the “Amendment”) to Option Agreement No. (the “Option Agreement”), dated as of April 9, 2007, by and between (the “Optionee”) and FermaVir Pharmaceuticals, Inc. (the “Company”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Option Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among INHIBITEX, INC. FROST ACQUISITION CORP. and FERMAVIR PHARMACEUTICALS, INC. Dated as of April 9, 2007Merger Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of April 9, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among INHIBITEX, INC., a Delaware corporation (“Parent”), FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and FROST ACQUISITION CORP., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”):
AMENDMENT AGREEMENTAmendment Agreement • September 28th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment Agreement dated as of September __, 2006 (the “Amendment”) by and between ______________ (the “Investor”) and FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”), amends certain provisions of a 12% Note due January 1, 2007, FN-1 (the “Prior Note”) and Warrant, FW-1 (the “Prior Warrant”) issued by the Company to the Investor pursuant to a Securities Purchase Agreement dated as of June 16, 2006 between the Company and Investor.
WARRANT STANDSTILL AGREEMENTWarrant Standstill Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AGREEMENT (the “Agreement”) is made as of the 3rd day of April, 2007, by (the “Holder”), in connection with such Holder’s ownership of Warrant Nos. (collectively, the “Warrants”) to purchase shares of common stock, par value $0.0001 (the “Common Stock”), of FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • November 17th, 2006 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Debt Conversion Agreement made as of this 15th day of November, 2006 between FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”) having a principal place of business at 420 Lexington Avenue, Suite 445, New York, NY 10170 and the parties who have executed this agreement (individually a “Creditor” and collectively the “Creditors”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • August 15th, 2005 • Venus Beauty Supply Inc • Retail-nonstore retailers • New York
SECURITIES EXCHANGE AGREEMENT ("this Agreement") dated as of August 11, 2005 by and among VENUS BEAUTY SUPPLY, INC., a Florida corporation ("Purchaser"), the individuals named on Schedule 1.1 hereto (the "Shareholders") and FERMAVIR RESEARCH, INC., a Delaware corporation (the "Company").
COMPANY VOTING AGREEMENTVoting Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
COMPANY VOTING AGREEMENT (this “Agreement”) dated as of April 9, 2007, by and between INHIBITEX, INC., a Delaware corporation (“Parent”), and the Stockholders of FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), whose signatures appear on the signature pages to this Agreement (each a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
