REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 10, 2010, by and among Znomics, Inc., a Nevada corporation (the “Company”) and the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT ZNOMICS, INC.Securities Agreement • June 1st, 2009 • Znomics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the tenth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZNOMICS, INC., a Nevada corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
AGREEMENT AND PLAN OF MERGER by and among PACIFIC SYNDICATED RESOURCES, INC. ZNOMICS ACQUISITION, INC. and ZNOMICS, INC. November 5, 2007Merger Agreement • November 8th, 2007 • Pacific Syndicated Resources, Inc. • Metal mining • Nevada
THIS AGREEMENT AND PLAN OF MERGER is entered into as of November 5, 2007 by and among PACIFIC SYNDICATED RESOURCES, INC., a Nevada corporation (“Parent”), ZNOMICS ACQUISITION, INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and ZNOMICS, INC., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT ZNOMICS, INC.Security Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 26, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the tenth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZNOMICS, INC., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b). This Warrant is issued pursuant to the Letter Agreement effective February 10, 2010, and replaces the warrant issued on the Initial Exercise Date.
ZNOMICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2008 • Znomics, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT is entered into, effective as of [Insert Date] by and between Znomics, Inc., a Nevada corporation (the “Company”), and [Insert Name] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 1st, 2013 • Znomics, Inc. • Pharmaceutical preparations • Nevada
This Agreement and Plan of Merger (this “Agreement”) is entered into as of October 31, 2013, by and among Williston Holding Company, Inc., a Nevada corporation (the “Company”), Znomics, Inc., a Nevada corporation (“Parent”), and WHC Acquisition, Inc., a Nevada corporation (“Merger Sub”).
RESEARCH AGREEMENT BETWEEN OREGON HEALTH &SCIENCE UNIVERSITY AND ZNOMICS, INC.Research Agreement • July 16th, 2008 • Znomics, Inc. • Pharmaceutical preparations • Oregon
This Agreement (“AGREEMENT”), dated and effective as of July 1, 2008 (the “Effective Date”), is between the Oregon Health and Science University, having offices at 2525 SW 1st Ave, Suite 120 Portland, Oregon 97201-4753 (“UNIVERSITY”), and Znomics, Inc., having offices at 2611 SW 3rd Ave., Suite 200 Portland, Oregon 97201 (“SPONSOR”).
LEASE AGREEMENTLease Agreement • April 17th, 2008 • Znomics, Inc. • Pharmaceutical preparations
This Lease Agreement (the "Lease") is dated as of February 12, 2008, and is between OREGON HEALTH AND SCIENCE UNIVERSITY, a public corporation of the State of Oregon ("Landlord"), and ZNOMICS, INC., a publicly held corporation ("Tenant"). In consideration of the mutual promises in this Lease and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
RESEARCH AND LICENSE AGREEMENT by and between MERCK & CO., INC. And ZNOMICS, INC.Research and License Agreement • February 28th, 2008 • Znomics, Inc. • Pharmaceutical preparations • New Jersey
THIS AGREEMENT, effective as of November 15, 2005 (the "Effective Date"), by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey ("MERCK") and ZNOMICS, INC., a corporation organized and existing under the laws of Delaware ("ZNOMICS").
BIOLOGICAL MATERIAL AGREEMENT Between ZNOMICS, INC. and PRESIDENT AND FELLOWS OF HARVARD COLLEGEBiological Material Agreement • January 8th, 2009 • Znomics, Inc. • Pharmaceutical preparations
This agreement (this “Agreement”), effective as of December 15, 2008 (the “Effective Date”), provides for the provision of biological materials by Znomics, Inc. (“ZNOMICS”) to President and Fellows of Harvard College (“RECIPIENT”). The principal investigator for this project at RECIPIENT is Dr. Alexander Schier (“RECIPIENT SCIENTIST”).
ContractConsulting Agreement • October 22nd, 2009 • Znomics, Inc. • Pharmaceutical preparations • Massachusetts
February 10, 2010Exclusive Financial Advisory Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations
ZNOMICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2008 • Znomics, Inc. • Pharmaceutical preparations • Oregon
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 14th, 2008 • Znomics, Inc. • Pharmaceutical preparations • Oregon
This Common Stock Purchase Agreement, dated as of October 10, 2008 (this “Agreement”) is entered into by and among Znomics, Inc., a Nevada corporation (the “Company”), and the persons and entities (each an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached as Exhibit A (the “Schedule of Investors”).
December 30, 2009Termination Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations
This letter agreement memorializes the understanding and agreement between Znomics, Inc. (together with its officers, directors, employees, owners, affiliates and agents, “Znomics”) and you, David N. Baker, Cascade Summit LLC and your affiliates (together with the agents, officers, directors, employees and owners of the foregoing persons, “You”).
RESEARCH AND LICENSE AGREEMENT by and between MERCK & CO., INC. And ZNOMICS, INC.Research and License Agreement • July 25th, 2008 • Znomics, Inc. • Pharmaceutical preparations • New Jersey
THIS AGREEMENT, effective as of November 15, 2005 (the "Effective Date"), by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey ("MERCK") and ZNOMICS, INC., a corporation organized and existing under the laws of Delaware ("ZNOMICS").
ZNOMICS, INC.Stock Option Grant Agreement • September 23rd, 2008 • Znomics, Inc. • Pharmaceutical preparations • Oregon
Unless otherwise defined herein, the terms defined in the Znomics, Inc. 2002 Stock Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Grant Agreement (the “Grant Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations • Minnesota
THIS STOCK PURCHASE AGREEMENT is entered into as of February 10, 2010 by and among ZNOMICS, INC., a Nevada corporation (the “Company”) and the individuals and entities (each a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A (the “Schedule of Purchasers”).
Cascade Summit, LLC 3120 NW Metke Place Bend, OR 97701 Tel: 541-550-7697 Fax: 415-480-8787 Email: dbaker@corefundmgmt.comAdvisory Agreement • May 5th, 2009 • Znomics, Inc. • Pharmaceutical preparations • Oregon
CASCADE SUMMIT, LLC (the “Advisor”) is please to act as independent advisor to Znomics, Inc. (the “Company”) on the following terms:
Placement Agent Agreement ZNOMICS, INC. Suite 200 Portland, OR 97201Placement Agent Agreement • November 8th, 2007 • Pacific Syndicated Resources, Inc. • Metal mining • New York
The undersigned, Znomics, Inc., a Delaware corporation (the “Company”), hereby agrees (the “Agreement”) with Griffin Securities, Inc. (“Griffin” or the “Placement Agent”) to engage the Placement Agent to raise equity capital of up to $10 million in a private placement transaction to be sold to qualified investors. This letter confirms the terms and conditions of the Agreement.
DISCRETIONARY ADVANCE SECURED PROMISSORY NOTEDiscretionary Advance Secured Promissory Note • February 11th, 2010 • Znomics, Inc. • Pharmaceutical preparations
FOR VALUE RECEIVED, Znomics, Inc., a Nevada corporation (the “Borrower”), promises to pay to the order of , and his, her or its successors and assigns, as lender (the “Lender”), at such place as may be designated from time to time by the holder hereof, in lawful money of the United States of America, $_______ or such greater or lesser amounts that have been advanced from time to time by the Lender to or for the benefit of Borrower, together with interest on the unpaid principal balance hereof from the date hereof until this Note is fully paid, at an annual rate of interest, calculated on the basis of actual number of days elapsed in a 360 day year, that shall at all times be equal to 5%.
March 27, 2013Engagement Agreement • August 16th, 2013 • Znomics, Inc. • Pharmaceutical preparations
This letter will serve to amend the Engagement Agreement between Znomics, Inc. (the “Company”) and Cherry Tree & Associates, LLC (“Cherry Tree”), dated February 10, 2010, pursuant to which Cherry Tree will act as the Company’s exclusive financial advisor in connection with a Transaction or Transactions involving the Company.
RESEARCH AGREEMENT BY AND BETWEEN ZNOMICS, INC. AND THE UNIVERSITY OF UTAHResearch Agreement • July 16th, 2008 • Znomics, Inc. • Pharmaceutical preparations • Utah
This Research Agreement ("Agreement") is entered into and effective as of May 6, 2008, (the "Effective Date") by and between Znomics, Inc., a Nevada corporation, (Tax ill # 52-2340974) having its principal place of business at 2611 SW 3rd Ave, Suite 200 Portland, Oregon 97201, ("Sponsor") and the University of Utah, a body politic and corporate of the State of Utah, ("University").
SECURITY AGREEMENTSecurity Agreement • March 19th, 2009 • Znomics, Inc. • Pharmaceutical preparations • Oregon
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of March 13, 2009, is executed by ZNOMICS, INC., a Nevada corporation (together with its successors and assigns, "Company"), in favor of Collateral Agent (as herein defined) on behalf of the lenders set forth on the signature pages hereof, together with any additional lenders that become a party to this Security Agreement from time to time by execution of a Joinder Agreement in substantially the form of Exhibit A (collectively, the “Lenders” and each a “Lender”).
TERMINATION AGREEMENTTermination Agreement • November 21st, 2012 • Znomics, Inc. • Pharmaceutical preparations • Delaware
This Termination Agreement (this “Agreement”) is entered into as of November 20, 2012 by and among iScience Interventional Corporation, a Delaware corporation (the “Company”), Znomics, Inc., a Nevada corporation (“Parent”) and IZ Merger Corp., a Delaware corporation (“Merger Sub”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 16th, 2008 • Znomics, Inc. • Pharmaceutical preparations • Oregon
This Exclusive License Agreement (this "Agreement'), dated and effective as of February 28,2008 (the “Effective Date"), is between the Oregon Health & Science University, having offices at 2525 SW 1st Ave, Suite 120 Portland, Oregon 97201-4753 ("OHSU”), and Znomics, Inc., having offices at 2611 SW yd Ave, Suite 200, Portland, Oregon 97201 ("Licensee").
