CAPRICORN PHARMA, INC. - AND - PRIMUS THERAPEUTICS, INC. LICENSE & MANUFACTURING AGREEMENT (Glucosamine/Chondroitin Soft Chews) ____________________________________________ August 10, 2010Agreement • February 10th, 2011 • Primus Therapeutics Inc. • Delaware
This License & Manufacturing Agreement (the “Agreement”) is made as of this 10th day of August, 2010 (the “Effective Date”) by and among CAPRICORN PHARMA, INC., a Maryland corporation with offices at 6900 English Muffin Way, Unit A, Frederick, MD 21703 (“Capricorn”) and PRIMUS THERAPEUTICS, INC., a Delaware corporation with offices at 4390 U.S. Highway 1, Suite 200, Princeton, NJ 08540 (“Primus” and, together with Capricorn, each a “Party” and collectively the “Parties”).
PRIMUS THERAPEUTICS, INC. 23 Orchard Road Suite 105 Skillman, NJ 08850 [Date]Letter Agreement • February 10th, 2011 • Primus Therapeutics Inc. • New York
This letter agreement (the “Agreement”) confirms the terms and conditions under which you (hereinafter “Lender”) have agreed to lend to Primus Therapeutics, Inc., a Delaware corporation (the “Company”), the sum specified on the signature page hereof (the “Loan”):
Name] [address] [address] Dear [ ]:Primus Therapeutics Inc. • February 10th, 2011
This letter confirms the terms and conditions under which you (hereinafter “Lender”) have agreed to lend to Primus Therapeutics, Inc., a Delaware corporation (the “Company”), the sum specified on the signature page hereof (the “Loan”):
DANA HOLDINGS, LLC November 10, 2010Letter Agreement • February 10th, 2011 • Primus Therapeutics Inc. • New York
This letter agreement (the “Agreement”), which amends and restates our agreement dated as of July 1, 2010 (the “Original Agreement”), sets forth the terms and conditions upon which Dana Holdings, LLC (“Dana”) will provide management, business and strategic consulting services to Primus Therapeutics, Inc. (the “Company”).
OFFICE LEASE AGREEMENT By and Between JER/HERRING ORCHARD, LLC ("Landlord") and PRIMUS THERAPEUTICS ("Tenant")Office Lease Agreement • February 10th, 2011 • Primus Therapeutics Inc.
THIS OFFICE LEASE AGREEMENT (the "Lease") is made as of the 16th day of August, 2010 2008 (the "Effective Date"), by and between JER/HERRING ORCHARD, LLC, a Delaware limited liability company ("Landlord"), and PRIMUS THERAPEUTICS, a Delaware corporation ("Tenant"), who agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2011 • Primus Therapeutics Inc. • Delaware
This Agreement (this “Agreement”), is effective as of the Effective Date (as defined below) by and between PRIMUS THERAPEUTICS, INC., a Delaware corporation with offices at 4390 U.S. Route 1, Suite 200, Princeton, NJ 08540 (the “Company”), and DENNIS M. O’DONNELL, with an address at 66 South Stone Hedge Drive, Basking Ridge, NJ 07920 (the “Executive” and, together with Primus, collectively the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2011 • Primus Therapeutics Inc. • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the 5th day of November, 2010 (the “Effective Date”) by and between PRIMUS THERAPEUTICS, INC., a Delaware corporation with offices at 23 Orchard Road, Suite 105, Skillman, NJ 08588 (the “Company”), and MARK I. MASSAD, with an address at 8 Dorchester Court, Princeton, NJ 08542 (the “Executive” and, together with the Company, collectively the “Parties” and each a “Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2011 • Primus Therapeutics Inc. • Delaware
This INDEMNIFICATION AGREEMENT is made and entered into as of this [ ] day of [ ], [ ], by and between PRIMUS THERAPEUTICS, INC., a corporation organized and existing under the laws of the state of Delaware with its principal office at 23 Orchard Road, Suite 105, Skillman, NJ 08558 (the “Company”), and [ ], an individual residing at [ ] and a member of the Company’s Board of Directors (the “Director”).
