Denali Sciences, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 26th, 2008 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (this “Agreement”) is entered into as of ___________, 2008 between Velcera, Inc., a Delaware corporation (the “Company”), and [_______________] (“Indemnitee”).

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Contract
Warrant Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • April 27th, 2007 • Velcera, Inc. • Blank checks • Delaware

This Subscription Agreement (this “Agreement”) is made as of the date set forth on the signature page of this Agreement by and between Velcera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each party who is a signatory hereto (individually, a “Subscriber” and collectively with other signatories of similar subscription agreements entered into in connection with the Offering described below, the “Subscribers”).

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Contract
Restricted Stock Purchase Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus

Schedule identifying material details of Restricted Stock Agreement substantially identical to the Agreement filed in Exhibit 10.5 (as filed herewith)

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Contract
Warrant Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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SECOND AMENDMENT TO
License and Development Agreement • October 18th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • New York

THIS SECOND AMENDMENT TO LICENSE AND DEVELOPMENT AGREEMENT (this "Agreement"), effective as of June 22, 2004 (the "Effective Date"), is entered into by and between NOVADEL PHARMA INC., a Delaware corporation ("NOVADEL"), and THE VETERINARY COMPANY, INC., a Delaware corporation (the "LICENSEE"). NovaDel and Licensee each may be referred to herein individually as a "Party," or collectively as the "Parties."

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Velcera, Inc. Stock Option Agreement (Non-Statutory)
Stock Option Agreement • May 29th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This Stock Option Agreement is made and entered into as of May 25, 2007 between Dennis F. Steadman (“Optionee”) and Velcera, Inc., a Delaware corporation (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

This Employment Agreement dated as of June 8, 2007 (the “Effective Date”) between Velcera, Inc., a Delaware corporation (the “Company”) with its principal corporate offices at 201 Corporate Drive, Langhorne, Pennsylvania 19047, and Dennis F. Steadman (“Executive”), residing at 10 Milton Drive, Yardley, Pennsylvania 19067.

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AMENDED & RESTATED LICENSE AND DEVELOPMENT AGREEMENT\ By and Between ** and FIDOPHARM, INC.
License Agreement • August 14th, 2008 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AMENDED & RESTATED LICENSE AND DEVELOPMENT AGREEMENT (“Agreement”) is made as of this 22nd day of April 2008 (“Effective Date”), by and between: **, a company having offices at **(“**”), and Fidopharm, Inc., a company having offices 777 Township Line Road, Suite 170, Yardley, Pennsylvania 19067 (“Fidopharm”). Fidopharm and **are together referred to as “Parties” and individually as a “Party”.

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VELCERA PHARMACEUTICAL, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 14th, 2007 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

This Restricted Stock Agreement (this “Agreement”) made effective as of June 1, 2006, is by and between Velcera Pharmaceuticals, Inc., a Delaware corporation having a place of business at 201 Corporate Drive, Langhorne, Pennsylvania 19047-8007 (the “Company”), and David M. Petrick, (“Employee”).

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VELCERA PHARMACEUTICALS, INC. STOCK OPTION AGREEMENT (Non-Statutory)
Stock Option Agreement • April 27th, 2007 • Velcera, Inc. • Blank checks • Delaware

This Stock Option Agreement is made and entered into as of the ___ day of ________, 200__, between _________ (“Optionee”) and Velcera, Inc., a Delaware corporation (the “Company”).

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AMENDED & RESTATED LICENSE AND DEVELOPMENT AGREEMENT\ By and Between OMNIPHARM LIMITED and FIDOPHARM, INC.
License Agreement • May 8th, 2009 • Velcera, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS AMENDED & RESTATED LICENSE AND DEVELOPMENT AGREEMENT (“Agreement”) is made as of this 22nd day of April 2008 (“Effective Date”), by and between: Omnipharm Limited, a company having offices at Century House, 15 / 17 Musters road, West Bridgford, Nottingham, NG2 7PP England, UK (“Omnipharm”), and Fidopharm, Inc., a company having offices 777 Township Line Road, Suite 170, Yardley, Pennsylvania 19067 (“Fidopharm”). Fidopharm and Omnipharmare together referred to as “Parties” and individually as a “Party”.

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MERGER AGREEMENT
Merger Agreement • February 2nd, 2007 • Denali Sciences, Inc. • Blank checks • Delaware

This merger agreement is entered into as of January 30th, 2007, between Velcera Pharmaceuticals, Inc., a Delaware corporation (“Velcera”), Denali Sciences, Inc., a Delaware corporation (“Denali”), and Denali Acquisition Corp., a Delaware corporation (“MergerCo”).

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REDEMPTION AGREEMENT
Redemption Agreement • March 5th, 2007 • Denali Sciences, Inc. • Blank checks • Delaware

This agreement is made as of January 30, 2007 between Denali Sciences, Inc., a Delaware corporation (“Denali”) and the holders of common stock in Denali set forth on Schedule A hereto (collectively, the “Sellers”).

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INDEMNITY AGREEMENT
Indemnification Agreement • March 5th, 2007 • Denali Sciences, Inc. • Blank checks • Delaware

This indemnity agreement dated as of February 26, 2007 is between Denali Sciences, Inc., a Delaware corporation (“Denali”), Velcera Pharmaceuticals, Inc., a Delaware corporation (“Velcera” and together with Denali, the “Companies”), and Timothy M. Hofer (the “Indemnitee”),

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