ContractAvicena Group, Inc. • September 28th, 2007 • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • New York
The selling security holders and any of their pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock being offered under this prospectus on any stock exchange, market or trading facility on which shares of our common stock are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when disposing of shares:
ContractAvicena Group, Inc. • April 5th, 2007 • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
ContractAvicena Group, Inc. • September 25th, 2008 • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ” ), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • September 28th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • New York
This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of September 24, 2007 by and among Avicena Group, Inc., a Delaware corporation (the “Company”), and each of the Purchasers of shares of Series C Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • New York
SECURITIES PURCHASE AGREEMENT (this “AGREEMENT,” “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of March 30, 2007, by and among AVICENA GROUP, INC., a Delaware corporation, (“COMPANY”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “BUYER” and collectively the “BUYERS”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • New York
REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”), dated as of March 30, 2007, by and between AVICENA GROUP, INC., a Delaware corporation (the “COMPANY”), and each buyer identified on the signature pages hereto (collectively, the “BUYERS” and each individually, the “BUYER”).
COMMON STOCK PURCHASE WARRANT Warrant No. -2006 To Purchase Shares of Common Stock of Avicena Group, Inc.Avicena Group, Inc. • December 1st, 2006 • Medicinal chemicals & botanical products
This Warrant is issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Purchaser identified therein.
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 10th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 9, 2005, between Avicena Group, Inc., a Delaware corporation (the “Company”), and Belinda Tsao Nivaggioli (“Employee”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 10th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 9, 2005, between Avicena Group, Inc., a Delaware corporation (the “Company”), and Leslie Fang (“Recipient”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 22, 2007, by and among Avicena Group, Inc., a Delaware corporation (the “Company”), and The Biotechnology Ventures (III) Capital Trust (the “Investor”).
AGREEMENT AND PLAN OF MERGER dated as of March 9, 2005 between AVICENA GROUP, INC. and AVN ACQUISITION CORP.Agreement and Plan of Merger • March 22nd, 2005 • Avicena Group, Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of March 9, 2005 (the “Agreement”), between AVICENA GROUP, INC., a Delaware corporation (“Avicena”), and AVN ACQUISITION CORP., a Delaware corporation (“AVN”);
NOTEAvicena Group, Inc. • November 7th, 2005 • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, AVICENA GROUP, INC., having an address of 228 Hamilton Avenue, Third Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay to the order of AVN ACQUISITION CORP., having an address of 497 Delaware Avenue, Buffalo, New York 14202 (the “Lender”), the principal sum of Three Hundred Fifty Thousand and no/100 dollars ($350,000.00) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall be payable on May 31, 2006, or such earlier date as the Borrower shall complete its proposed merger with Lender (“Maturity”). Interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum, payable on December 31, for so long as this Note shall remain outstanding, and at Maturity.
Avicena Group, Inc. Subscription AgreementAvicena Group, Inc. • August 10th, 2005 • Medicinal chemicals & botanical products • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2006 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of [ ], 2006, by and between Avicena Group, Inc., a Delaware corporation (the “Company”), and the undersigned prospective investor (the “Investor”) who is purchasing the Company’s units, each unit (“Unit(s)”) comprised of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), having the rights, privileges, preferences and restrictions set forth in the Certificate of Designations of the Company, in substantially the form attached hereto as Exhibit A, and (ii) a warrant (“Warrant(s)”) to purchase 0.5 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B.
AGREEMENT AND PLAN OF MERGER dated as of October 25, 2005 between AVICENA GROUP, INC. and AVN ACQUISITION CORP.Agreement and Plan of Merger • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of October 25, 2005 (the “Agreement”), between AVICENA GROUP, INC., a Delaware corporation (“Avicena”), and AVN ACQUISITION CORP., a Delaware corporation (“AVN”);
NOTEAvicena Group, Inc. • November 7th, 2005 • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, AVICENA GROUP, INC., having an address of 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay to the order of Wael Mohamed el-Bahey Mostafa, having an address of 8 el Sawsan St., el Nada Compound, El Sheikh Zayad, 6th October City, Egypt (the “Lender”), the principal sum of Seventy-Five Thousand Dollars ($75,000) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall become due and payable six months from the date of this Note or such earlier date as the Borrower shall complete its proposed merger with AVN Acquisition Corp. (the “Maturity Date”). Interest on the outstanding principal amount shall not begin to accrue until the Maturity Date. After the Maturity Date, interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum.
BLACKWATER CAPITAL GROUP LETTERHEAD]Avicena Group, Inc. • April 16th, 2007 • Medicinal chemicals & botanical products
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 10th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into this 29th day of July, 2005, by and between Avicena Group., Inc., a Delaware corporation (“Avicena”), and AVN Acquisition Corp., a Delaware corporation (“AVN”).
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • April 5th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • New York
This AGREEMENT (the “Agreement”) is made as of the 30th day of March, 2007, by the signatories hereto (each an “Insider”), in connection with his or her ownership of shares of Avicena Group, Inc., a Delaware corporation (the “Company”).
SERIES C FINANCIAL ADVISORY AGREEMENTSeries C Financial Advisory Agreement • March 22nd, 2005 • Avicena Group, Inc. • Delaware
THIS FINANCIAL ADVISORY AGREEMENT is made as of March 11, 2002 by and between Avicena Group, Inc., a Delaware corporation with its principal place of business at One Cambridge Center, 5th Floor, Cambridge, MA 02142 (the “Company”), and H.K. Properties Limited, an Isle of Man company with an office at c/o WorldCare, 11 rue de la Boetie, Paris, France 75008 (the “Advisor”).
ContractAvicena Group, Inc. • April 26th, 2006 • Medicinal chemicals & botanical products • Delaware
NEITHER THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE OR OTHER SECURITIES LAW. NEITHER THIS NOTE NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.
DEMAND NOTEAvicena Group, Inc. • August 24th, 2005 • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, The Avicena Group, Inc., having an address 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay on demand to the order of 401 Capital Partners Inc., having an address of 482 Elizabeth St., Suite 200 Burlington, Ontario L7R 2M2, Canada (the “Lender”) the principal sum of One Hundred Fifty Thousand Dollars ($150,000) (All monetary amounts herein are expressed in U.S. Dollars). Interest on the outstanding principal amount shall accrue at the rate of six percent (6%) per annum, payable on the last business day of March, June, September and December for so long as this Note shall remain outstanding.
ContractAvicena Group, Inc. • March 26th, 2007 • Medicinal chemicals & botanical products
NEITHER THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE OR OTHER SECURITIES LAW. NEITHER THIS NOTE NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.
ESCROW AGREEMENTEscrow Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Illinois
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2005, by and among Avicena Group, Inc., a Delaware corporation (“Avicena”), AVN Acquisition Corp., a Delaware corporation (“AVN”), and LaSalle Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, with its principal office in Chicago, Illinois (the “Escrow Agent”).
ContractTerms of an Agreement • March 22nd, 2005 • Avicena Group, Inc. • Delaware
Terms of an Agreement (the “AGREEMENT”) for purchase and sale of Drug GMP Creatine Monohydrate (“CREATINE”) between the following: The Avicena Group, Inc., 228 Hamilton Avenue, 3rd Floor, Palo Alto CA 94301 T, USA (“AVICENA”) and Degussa AG, Dr.-Albert-Frank-StraBe 32, 83308 Trostberg, Germany (“DEGUSSA”), (sometimes hereinafter collectively referred to as the “PARTIES”), on their own respective behalves.
Subscription Agreement for Placement of Avicena Group, Inc. UnitsSubscription Agreement • August 10th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products
By its execution and delivery of this subscription agreement, the undersigned Subscriber hereby joins in and agrees to purchase the aggregate number of Units set forth below:
AVICENA GROUP, INC. Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • April 19th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
Avicena Group, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Optionee”), an option to purchase a maximum of [ ] shares (the “Option Shares”) of its Common Stock, $.001 par value (“Common Stock”), at the price of $[ ] per share (the “Option Price”), on the following terms and conditions:
SUPPLY, LICENSE AND DEVELOPMENT AGREEMENTSupply, License and Development Agreement • March 22nd, 2005 • Avicena Group, Inc. • Massachusetts
THIS SUPPLY, LICENSE AND DEVELOPMENT AGREEMENT is made and entered into as of August 17, 2000, by and between THE AVICENA GROUP, INC., a Delaware corporation having offices at One Cambridge Center, Fifth Floor, Cambridge, Massachusetts 02142 (“Avicena”), and ESTÉE LAUDER, INC., a Delaware corporation having offices at Research Park, 125 Pinelawn Road, Melville, New York 11747 (together with its affiliates, “Estée Lauder”).
LOCK-UP AGREEMENTLock-Up Agreement • September 28th, 2007 • Avicena Group, Inc. • Medicinal chemicals & botanical products • New York
THIS AGREEMENT (this “Agreement”) is dated as of September 24, 2007 by and among Avicena Group, Inc., a Delaware corporation (the “Company”), and the Stockholder of the Company named on the signature page below (the “Stockholder”).
NOTEAvicena Group, Inc. • August 10th, 2005 • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, the undersigned, AVN ACQUISITION CORP., having an address of 497 Delaware Avenue, Buffalo, New York 14202 (the “Borrower”), hereby promises to pay to the order of Karen Georgiou, having an address of 10150 Pineview Trail Campbellville, Ontario, L0P 1B0 (the “Lender”), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall be payable on May 31, 2006 or such earlier date as (i) the Borrower shall complete its proposed merger with Avicena Group, Inc. (“Avicena”) or (ii) Avicena shall have repaid a certain loan of even date herewith made by Borrower to Avicena. Interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum, payable on December 31 for so long as this Note shall remain outstanding and at Maturity.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2008 • Avicena Group, Inc. • Medicinal chemicals & botanical products • Delaware
This Subscription Agreement (this “Agreement”) is made as of September 18, 2008, by and between Avicena Group, Inc., a Delaware corporation (the “Company”), and the persons or entities executing this agreement on the Signature Pages attached hereto (the “Subscribers”). For purposes of this Agreement, the Subscriber will mean each of the Subscribers party to this Agreement.
NOTEAvicena Group, Inc. • March 22nd, 2005
FOR VALUE RECEIVED, the undersigned, AVICENA GROUP, INC., having an address of 228 Hamilton Avenue, Third Floor, Palo Alto, CA 94301 (the “Borrower”), hereby promises to pay to the order of AVN ACQUISITION CORP., having an address of 497 Delaware Avenue, Buffalo, New York 14202 (the “Lender”), the principal sum of Two Hundred Fifty Thousand and no/100 dollars ($250,000.00) (All monetary amounts herein are expressed in U.S. Dollars). Principal on this Note shall be payable on May 31, 2006, or such earlier date as the Borrower shall complete its proposed merger with Lender. Interest on the outstanding principal amount shall accrue at the rate of eight percent (8%) per annum, payable on December 31 for so long as this Note shall remain outstanding and at Maturity.
REGUS Business Center Service AgreementRegus Business Center Service Agreement • November 7th, 2005 • Avicena Group, Inc. • Medicinal chemicals & botanical products
This Agreement incorporates our terms of business set out on attached Terms of Business which you confirm you have read and understood. We both agree to comply with those terms and our obligations as set out in them. Note that the Agreement does not come to an end automatically. See “Bringing your Agreement to an end.”
LOAN AGREEMENT BETWEEN AVICENA GROUP, INC. AND AVN ACQUISITION CORP.Loan Agreement • March 22nd, 2005 • Avicena Group, Inc. • Delaware
LOAN AGREEMENT dated as of February 7, 2005 (the “Agreement”), between AVN Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Lender”), and Avicena Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
