PLX PHARMA INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between PLx Pharma Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
Shares* PLx Pharma Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2016 • PLX Pharma Inc. • Pharmaceutical preparations • New York
PLx Pharma Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [__________] shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of [_______] shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [________] shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. (“RJ&A”) is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
Shares* PLx Pharma Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2016 • PLX Pharma Inc. • Pharmaceutical preparations • New York
PLx Pharma Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [__________] shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of [_______] shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [________] shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. (“RJ&A”) is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of September 25, 2015, by and between Ronald R. Zimmerman (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • January 3rd, 2017 • PLX Pharma Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of December 22, 2016, is made by and among Dipexium Pharmaceuticals, Inc., a Delaware corporation (“DPRX”), PLx Pharma Inc., a Delaware corporation (“PLx”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of DPRX.
PLX PHARMA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED LICENSE & COMMERCIALIZATION AGREEMENT by and between LEE’S PHARMACEUTICAL holdings Limited, Zhaoke Pharmaceutical (HEFEI) Co. Ltd., lee’s pharmaceutical ( guangZhou ) limited AND PLX PHARMA llc AMENDED AND RESTATED LICENSE &...License & Commercialization Agreement • January 5th, 2016 • PLX Pharma Inc. • Pharmaceutical preparations • Hong Kong
This Amended and Restated License & Commercialization Agreement (“Agreement”) is entered into by and between PLx Pharma LLC, a Texas limited liability company having a principal place of business located at 8285 El Rio, Suite 130, Houston, Texas 77054 (“PLx”) and LEE’S PHARMACEUTICAL Holdings Limited (“Lee’s”), Zhaoke Pharmaceutical (HEFEI) Co. Ltd. (“Zhaoke”), and LEE’S PHARMACEUTICAL (GUANGzHOU ) LIMITED (“Guangzhou” ) (Guangzhou and, collectively, together with Lee’s and Zhaoke, “Licensee”). PLx and Licensee (and, respectively, Lee’s, Zhaoke and Guangzhou) may individually be referred to as Party or collectively as Parties.
AMENDED AND RESTATED PATENT LICENSE AGREEMENT BETWEEN THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM AND PLX PHARMA INC.Patent License Agreement • January 5th, 2016 • PLX Pharma Inc. • Pharmaceutical preparations • Texas
THIS AGREEMENT (“Agreement”) is between the Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Health Science Center at Houston (“UTHSC-H”), a component institution of System and PLx Pharma Inc., a Texas corporation (“PLx”), with its principal place of business at 8285 El Rio, Suite 130, Houston, Texas 77054. Board, UTHSC-H, and PLx may individually be referred to as Party or collectively as the Parties.
SECOND AMENDMENT TO LEASELease • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
This Second Amendment to Lease (‘‘Amendment”) is made effective as of June 1, 2015, by and between PLAZA DEL ORO GREEN, L.P., a Delaware limited liability company (“Landlord”) and PLx PHARMA INC. a Texas corporation (“Tenant”) with reference to the following facts and circumstances.
INDUSTRIAL MULTI-TENANT LEASE TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA Landlord AND PLX PHARMA INC. Tenant GLOSSARYIndustrial Multi-Tenant Lease • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
AMENDMENT NUMBER TWO TO AGREEMENTPatent License Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
This is the second amendment (“Amendment No. 2”) to the AMENDED AND RESTATED PATENT LICENSE AGREEMENT (the “License Agreement”), between The Board of Regents of The University of Texas System (“Board”) on behalf of The University of Texas Health Science Center at Houston (“UTHSC-H”) and PLx Pharma Inc., a Texas corporation with its principal place of business at 8285 El Rio, Suite 130, Houston, Texas 77054 (“PLx”), with an Effective Date of December 11, 2009. Board, UTHSC-H, and PLx may individually be referred to as Party or collectively as the Parties. All capitalized or bolded terms used in this Amendment No. 2 and not otherwise defined herein shall have the meanings assigned to those terms in the License Agreement.
AMENDMENT NUMBER ONE TO AGREEMENTPatent License Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
This is the first amendment (“Amendment No. 1”) to the AMENDED AND RESTATED PATENT LICENSE AGREEMENT (the “License Agreement”), between The Board of Regents of The University of Texas System (“Board”) on behalf of The University of Texas Health Science Center at Houston (“UTHSC-H”) and PLx Pharma Inc., a Texas corporation with its principal place of business at 8285 El Rio, Suite 130, Houston, Texas 77054 (“PLx”), with an Effective Date of December 11, 2009. Board, UTHSC-H, and PLx may individually be referred to as Party or collectively as the Parties. All capitalized or bolded terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to those terms in the License Agreement.
AWARD AGREEMENTNon-Qualified Stock Option Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
This Award Agreement (this “Agreement”) is entered into between PLx Pharma Inc., a Delaware corporation (“Company”), and Participant pursuant to the terms of the PLx Pharma Inc. 2015 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). As used herein, “Participant” means [_____________], an «Status» of Company. Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meanings set forth in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2015, by and between Natasha Giordano (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO LEASELease • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
This First Amendment to Lease (“Amendment”) is made effective as of May 22, 2014, by and between PLAZA DEL ORO GREEN, L.P., a Delaware limited liability company (‘‘Landlord”) and PLx PHARMA INC. a Texas corporation (“Tenant’’) with reference to the following facts and circumstances.
PLX PHARMA INC. SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations • Texas
This SCIENTIFIC ADVISORY BOARD AGREEMENT (the “Agreement”), made this __ day of ___, 2015, is entered into by PLx Pharma Inc., a Delaware corporation (the “Company”), and ______________________ an individual (the “Advisor”).
AWARD AGREEMENT PLx Pharma Inc. 2015 Omnibus Incentive PlanIncentive Stock Option Agreement • October 5th, 2015 • PLX Pharma Inc. • Pharmaceutical preparations
This Award Agreement (this “Agreement”) is entered into between PLx Pharma Inc., a Delaware corporation (“Company”), and Participant pursuant to the terms of the PLx Pharma Inc. 2015 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). As used herein, “Participant” means [_____________], an Employee of Company. Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meanings set forth in the Plan.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • January 3rd, 2017 • PLX Pharma Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of December 22, 2016, is made by and among Dipexium Pharmaceuticals, Inc., a Delaware corporation (“DPRX”), PLx Pharma Inc., a Delaware corporation (“PLx”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of DPRX.
AMENDMENT NUMBER TWO TO AGREEMENTPatent License Agreement • January 5th, 2016 • PLX Pharma Inc. • Pharmaceutical preparations
This is the second amendment (“Amendment No. 2”) to the AMENDED AND RESTATED PATENT LICENSE AGREEMENT (the “License Agreement”), between The Board of Regents of The University of Texas System (“Board”) on behalf of The University of Texas Health Science Center at Houston (“UTHSC-H”) and PLx Pharma Inc., a Texas corporation with its principal place of business at 8285 El Rio, Suite 130, Houston, Texas 77054 (“PLx”), with an Effective Date of December 11, 2009. Board, UTHSC-H, and PLx may individually be referred to as Party or collectively as the Parties. All capitalized or bolded terms used in this Amendment No. 2 and not otherwise defined herein shall have the meanings assigned to those terms in the License Agreement.
