IASO PHARMA INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of _____________, 2011 between IASO Pharma Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
ContractWarrant Agreement • July 9th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
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.
4,000,000 Shares IASO PHARMA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
IASO PHARMA, INC, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined below) an aggregate of 4,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to and in accordance with the terms and conditions of this underwriting agreement (the “Agreement”).
ContractWarrant Agreement • April 15th, 2010 • Iaso Pharma Inc • New York
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.
SECURITY AGREEMENTSecurity Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 29, 2011, is made by and between IASO Pharma Inc. (the “Grantor”), and Wells Fargo Bank, National Association, a national banking association, as collateral agent for the Secured Parties (as defined herein) (the “Agent”).
AMENDMENT AGREEMENT As of March 30, 2011Amendment Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and Capretti Grandi, LLC (“Holder”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation having its principal place of business at PO Box 222, La Jolla, California 92038 (the “Company”), and the undersigned (the “Subscriber”).
LICENSE AGREEMENTLicense Agreement • January 21st, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) dated as of June 12, 2007 (the “Effective Date”), is entered into between Dong Wha Pharm. Ind. Co. Ltd., a Korean corporation (“Licensor”), having a place of business at 5 Soonwha-dong, Joong-ku, Seoul 100-130, Korea, and Pacific Beach Biosciences, Inc., a Delaware corporation (“Company”), having a place of business at 4365 Executive Drive, Suite 1500, San Diego, California 92121.
AMENDMENT AGREEMENT December 23, 2010Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and The Lindsay A. Rosenwald 2000 Family Trusts Dated December 15, 2000 (“Holder”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc • New York
This NOTE PURCHASE AGREEMENT (this "Agreement") is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 8910 University Center Lane, Suite 620, San Diego, CA 92121 (the "Company"), and the undersigned (the "Subscriber").
AMENDMENT AGREEMENT As of March 30, 2011Amendment Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and each holder of 2007 Notes (as such term is defined below) listed on the signature pages hereto (together with successors and assigns of each, a “Holder,” and collectively, the “Holders”), and solely with respect to Section 3 of this Agreement, Lindsay A. Rosenwald, M.D.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made by and among IASO Pharma Inc., a Delaware corporation (the “Company”), Wells Fargo Bank, National Association, not in its individual capacity but solely as collateral agent (“Agent”), Manchester Securities Corp. and Lindsay A. Rosenwald, M.D. (each, a “Subscriber” and together, the “Subscribers”). The Subscribers are also sometimes referred to herein together as the “Backstop Investors”.
EXTENSION AGREEMENT September 16, 2010Extension Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Extension Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”) and Paramount Biosciences, LLC (“Holder”) to extend the maturity of the Amended and Restated Future Advance Promissory dated as of September 30, 2009 (the “Note”) made by the Company in favor of Holder.
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 OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • February 9th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of IASO Pharma Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of January __, 2011 (the “Underwriting Agreement”), by and among the Company and Ladenberg Thalmann & Co. Inc. (the “Underwriter”) relating to a firm commitment public offering (the “Offering”) of 4,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), underwritten by Underwriter.
EXCLUSIVE SUBLICENSE AGREEMENTExclusive Sublicense Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Exclusive Sublicense Agreement (hereinafter referred to as this “Agreement”), effective as July 10th, 2007 (the “Effective Date”), is entered into by and between SANTEE BIOSCIENCES, INC., a Delaware corporation (“Santee”), having a place of business at 4365 Executive Drive, Suite 1500, San Diego, California 92121, and PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation (“Pacific Beach”), having a place of business at 4365 Executive Drive, Suite 1500, San Diego, California 92121.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation (the “Company”), and Paramount Credit Partners, LLC, a Delaware limited liability company (the “Subscriber”).
ContractSenior Promissory Note • April 15th, 2010 • Iaso Pharma Inc
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • California
This Agreement (this “Agreement”) dated as of July 12, 2010 (the “Effective Date”), by and between IASO Pharma Inc., with offices at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 (the “Company”), and James W. Klingler residing at 33 Bethany Drive, Irvine, California 92603 (the “Executive”).
AMENDMENT No. 3 to LICENSE AGREEMENTLicense Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations
Amendment No. 3 made and effective as of March 23, 2011 to the License Agreement dated June 12, 2007 entered into by and between IASO Pharma Inc. (formerly Pacific Beach Biosciences, Inc.), a Delaware corporation having a place of business at 12707 High Bluff Drive, Suite 200, San Diego, CA 92130 (“Company”) and Dong Wha Pharm. Co. Ltd., a Korean corporation having a place of business at 5 Soonwha-dong, Joong-ku, Seoul 100-130, Korea (“Licensor”).
ContractWarrant Agreement • April 15th, 2010 • Iaso Pharma Inc • California
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.
NON-EXCLUSIVE PATENT LICENSE AGREEMENT by and between PACIFIC BEACH BIOSCIENCES, INC andNon-Exclusive Patent License Agreement • July 9th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
THIS AGREEMENT, effective as of November 4, 2009 (the “Effective Date”), by and between Pacific Beach Biosciences, Inc, a corporation organized and existing under the laws of Delaware with its principal offices at 8910 University Center Lane, Suite 620, San Diego, CA 92122 USA (“PBBio”) and [*].
ContractConvertible Note • April 15th, 2010 • Iaso Pharma Inc
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • California
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective as of December 22, 2010, by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation having an address at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 (the “Company”), and James W. Klingler, having a mailing address at 33 Bethany Drive, Irvine, California 92603 (the “Executive”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • Delaware
This STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2011 (the “Effective Date”), by and between IASO Pharma Inc., a Delaware corporation, with offices at 12707 High Bluff Drive, Suite 200, San Diego, California 92130 (the “Company ”) and __________________, [a/an] _________ [residing/having an address] at ____________________ (the “Selling Stockholder”).
AMENDMENT No. 2 to LICENSE AGREEMENTLicense Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations
Amendment No. 2 made and effective as of November 4, 2010 to the License Agreement dated June 12, 2007 entered into by and between IASO Pharma Inc. (formerly Pacific Beach Biosciences, Inc.), a Delaware corporation having a place of business at 12707 High Bluff Drive, Suite 200, San Diego, CA 92130 (“Company”) and Dong Wha Pharm. Co. Ltd., a Korean corporation having a place of business at 5 Soonwha-dong, Joong-ku, Seoul 100-130, Korea (“Licensor”).
AMENDMENT No. 1 to LICENSE AGREEMENTLicense Agreement • July 9th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations
Amendment No. 1 made and effective as of April 22, 2008 to the License Agreement dated June 12th 2007 entered into by and between Pacific Beach Biosciences, Inc., a Delaware corporation having a place of business at 8910 University Center Lane, Suite 620, San Diego, CA 92121 (“Company”) and Dong Wha Pharm. Ind. Co. Ltd., a Korean corporation having a place of business at 5 Soonwha-dong, Joong-ku, Seoul 100-130, Korea (“Licensor”):
AMENDMENT AGREEMENT December 23, 2010Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Amendment Agreement (this “Agreement”) is entered into by and among IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”), and each holder of 2010 Notes (as such term is defined below) listed on the signature pages hereto (together with successors and assigns of each, a “Holder,” and collectively, the “Holders”), and solely with respect to Sections 6 and 8 of this Agreement, Lindsay A. Rosenwald, M.D., Paramount Biosciences, LLC, The Lindsay A. Rosenwald 2000 Family Trusts Dated December 15, 2000 and Capretti Grandi, LLC.
FIRST AMENDMENTDemand Td Promissory Note Amendment • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT (the “Amendment”) is entered into as of December 23, 2010 among IASO PHARMA INC., (“Borrower”) and ISRAEL DISCOUNT BANK OF NEW YORK (“Bank”).
ContractConvertible Note • April 15th, 2010 • Iaso Pharma Inc
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
AMENDMENT AGREEMENT As of March 30, 2011Warrant Amendment Agreement • June 24th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Amendment Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc., a Delaware corporation (the “Company”), and Timothy Hofer (“Holder”) and amends the warrant to purchase shares of the Company’s common stock, dated as of May 16, 2010, as amended as of September 16, 2010 and December 22, 2010, issued by the Company to Holder (the “Warrant”).
Lock-Up AgreementLock-Up Agreement • January 27th, 2011 • Iaso Pharma Inc • Pharmaceutical preparations
EXTENSION AGREEMENT September 16, 2010Extension Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Extension Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc. (f/k/a Pacific Beach Biosciences, Inc.), a Delaware corporation (the “Company”) and The Lindsay A. Rosenwald 2000 Family Trusts Dated December 15, 2000 (“Holder”) to extend the maturity of the Amended and Restated Future Advance Promissory dated as of September 30, 2009 (the “Note”) made by the Company in favor of Holder.
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Iaso Pharma Inc • California
This Agreement (this “Agreement”) dated May 17, 2007, with a starting date of May 28, 2007 (the “Effective Date”), is by and between Pacific Beach Biosciences, Inc., with offices at 8910 University Center Lane, Suite 620, San Diego, California 92121 (the “Company”), and Mark Lotz, residing at 768 Corinia Court, Olivenhain, CA 92024-6659 (the “Employee”).
NON-EXCLUSIVE PATENT LICENSE AGREEMENT by and between PACIFIC BEACH BIOSCIENCES, INC and MERCK SHARP & DOHME CORP.Non-Exclusive Patent License Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
THIS AGREEMENT, effective as of November 4, 2009 (the “Effective Date”), by and between Pacific Beach Biosciences, Inc, a corporation organized and existing under the laws of Delaware with its principal offices at 8910 University Center Lane, Suite 620, San Diego, CA 92122 USA (“PBBio”) and Merck Sharp & Dohme Corp. (“Merck”).
AMENDMENT AGREEMENT September 16, 2010Warrant Amendment Agreement • December 27th, 2010 • Iaso Pharma Inc • Pharmaceutical preparations • New York
This Amendment Agreement (this “Agreement”) is entered into by and between IASO Pharma Inc., a Delaware corporation (the “Company”) and Timothy Hofer (“Holder”) and amends the warrant to purchase shares of the Company’s common stock, dated as of May 16, 2010, issued by the Company to Holder (the “Warrant”).
