EndoCeutics, Inc. Sample Contracts

AGREEMENT
Agreement • May 9th, 2007 • EndoCeutics, Inc. • Biological products, (no disgnostic substances) • Quebec

WHEREAS EndoResearch has entered into the following agreements with Schering Corporation and Schering-Plough Ltd. (Schering Corporation and Schering-Plough Ltd. being hereinafter collectively referred to as “Schering”):

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THIS EMPLOYMENT AGREEMENT, entered into at Quebec City, (Quebec), on the date hereinafter mentioned,
Employment Agreement • February 27th, 2007 • EndoCeutics, Inc. • Quebec

WHEREAS EndoCeutics desires to secure an agreement from Mr. Doré that Mr. Doré will provide his ongoing business time, energy and skills to EndoCeutics as an employee holding the position of Chief Financial Officer of EndoCeutics;

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • February 27th, 2007 • EndoCeutics, Inc. • Quebec

AGREEMENT made as of this day of 2006, between Endoceutics, Inc., a Quebec corporation (the “Company”), and , an individual (the “Indemnitee”}

MASTER RESEARCH AGREEMENT
Master Research Agreement • February 27th, 2007 • EndoCeutics, Inc. • Quebec

BETWEEN: CENTRE HOSPITALIER UNIVERSITAIRE DE QUÉBEC, a corporation duly constituted, having its head office at 11, Cóte du Palais, Québec, Québec, G1R 2J6, represented by and acting through Mr. René Rouleau, its General Manager, duly authorized for the purposes hereof, as he so declares,

RESEARCH COLLABORATION AGREEMENT
Research Collaboration Agreement • February 27th, 2007 • EndoCeutics, Inc. • Victoria

This Research Collaboration Agreement (the “Agreement”) is effective as of 19th December, 2005 (the “Effective Date”) by and between Endorecherche Inc., a Canadian company, having its head office and principal place of business at 2989, de la Promenade Street, Sainte-Foy, Quebec, G1W 2J5, Canada (“Company”) and Bayside Health (ABN 27 318 956 319,(through The Alfred Hospital, Commercial Road, Melbourne, Vic, 3004, Australia (“Hospital”) and Monash University (ABN 12 377 614 012), through its Department of Medicine, Alfred Hospital, Medical School Building, Prahan, Vic, 3181, Australia (“University”). Hospital and University are hereinafter collectively referred to as “Institution”.

THIS EMPLOYMENT AGREEMENT, entered into at Quebec City, (Quebec), on the date hereinafter mentioned,
Employment Agreement • February 27th, 2007 • EndoCeutics, Inc. • Quebec

BETWEEN: ENDOCEUTICS, INC., a corporation duly constituted, having its principal place of business at 2989, de la Promenade, Québec, Québec, G1W 2J5, herein acting and represented by Dr Fernand Labrie, its President and Chief Executive Officer;

CLINICAL SUPPLY AGREEMENT between Endorecherche Inc. and the University of Kansas Medical Center Research Institute, Inc. for Acolbifene AGREEMENT
EndoCeutics, Inc. • February 27th, 2007 • Kansas

The following agreement serves as the basis for the distribution of Acolbifene by the University of Kansas Medical Center Research Institute, Inc. (KUMCRI) for “Phase II Study of Acolbifene in Women at High Risk for Breast Cancer”, referred to hereunder as “the Study”, which will be conducted by Carol J, Fabian, M.D. and will be funded by NCI via a contract to the University of Wisconsin Chemoprevention Consortium.

Addressee} OBJECT: SECRECY AGREEMENT
Object: Secrecy Agreement • February 27th, 2007 • EndoCeutics, Inc.

This is to confirm our agreement whereby you accept a <*> position with us as a [description of job] in line with the conditions established between us, concerning the [description of project]. This includes giving us your advice and recommendations concerning various synthetic approaches or any other subject related to this R & D program.

THIS EMPLOYMENT AGREEMENT entered into at Quebec City (Quebec) on the date hereinafter mentioned,
Employment Agreement • February 27th, 2007 • EndoCeutics, Inc. • Quebec

WHEREAS EndoCeutics desires to secure an agreement from Dr. Labrie that Dr. Labrie will provide his ongoing business time, energy and skills to EndoCeutics as an employee holding the position of President, Chief Executive Officer and Chief Scientific Officer of EndoCeutics;

ENDOCEUTICS, INC. 5,750,000 Shares Common Stock UNDERWRITING AGREEMENT
Endoceutics • April 5th, 2007 • EndoCeutics, Inc. • Biological products, (no disgnostic substances) • New York

Each of the undersigned, Dr. Fernand Labrie, President and Chief Executive Officer of EndoCeutics, Inc., a corporation incorporated under the laws of Canada (the “Company”), and Claude Dore, Chief Financial Officer of the Company, does hereby certify pursuant to Section 7(m) of that certain Underwriting Agreement dated , 2007 (the “Underwriting Agreement”) between the Company EndoResearch and, on behalf of the several Underwriters named therein (the “Underwriters”), First Albany Capital Inc., Oppenheimer & Co. Inc. and Stifel, Nicolaus & Company, Incorporated, that as of , 2007:

AMENDMENT AGREEMENT
Amendment Agreement • February 27th, 2007 • EndoCeutics, Inc.

This AMENDMENT AGREEMENT (“Amendment”), effective as of the last date on the signature page hereof (the “Amendment Date”), by and among ENDORECHERCHE, INC. (“ENDORECHERCHE”), SCHERING CORPORATION and SCHERING-PLOUGH LTD. amends and supplements that certain agreement by and between ENDORECHERCHE and SCHERING CORPORATION effective January 1, 1992, as extended pursuant to that certain Letter of Understanding dated December 19, 1995 (collectively the “Agreement”). The Agreement is amended with reference to the following facts:

AGREEMENT
Agreement • February 27th, 2007 • EndoCeutics, Inc. • New Jersey

THIS AGREEMENT, effective as of the lst day of January, 1992, between ENDORECHERCHE INC. (hereafter “ENDORECHERCHE”) a Province of Quebec, Canada corporation and SCHERING CORPORATION, a corporation of the State of New Jersey, U.S.A., (hereafter “SCHERING”)

Addendum Agreement
Addendum Agreement • February 27th, 2007 • EndoCeutics, Inc. • New Jersey

This Addendum Agreement (the “Addendum”), entered into and made effective as of the latest date of signature appearing below (the “Addendum Date”) by and among Endorecherche, Inc. (“Endorecherche”) and Schering Corporation and Schering-Plough Ltd. (together, “Schering”), amends and supplements that certain agreement by and between Endorecherche and Schering, dated January 1, 1992, as previously amended (the “Agreement”).

THIS EMPLOYMENT AGREEMENT, entered into at Quebec City, (Quebec), on the date hereinafter mentioned,
Employment Agreement • February 27th, 2007 • EndoCeutics, Inc. • Quebec

BETWEEN: ENDOCEUTICS, INC., a corporation duly constituted, having its principal place of business at 2989, de la Promenade, Québec, Québec, G1W 2J5, herein acting and represented by Dr Fernand Labrie, its President and Chief Executive Officer;

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