Q BioMed Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 30th, 2021 • Q BioMed Inc. • Pharmaceutical preparations • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 26th, 2021 (the “Effective Date”), by and between Q BIOMED, INC., a Nevada corporation, with headquarters located at c/o Ortoli Rosenstadt LLP, 366 Madison Avenue, 3rd Floor, New York, NY 10017 (the “Company”), and PLATINUM POINT CAPITAL LLC, a Nevada limited liability company, with its address at 211 east 43rd Street, Suite 626, New York, NY 10017 (the “Buyer”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 7th, 2021 • Q BioMed Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 29, 2021, by and between Q BIOMED INC., a Nevada corporation, with headquarters located at 366 Madison Avenue, New Yok, NY 10022 (the “Company”) and GS CAPITAL PARTNERS, LLC, a New York limited liability company, with its address at 30 Washington Street, Suite 5L, Brooklyn, NY 11201, (the “Buyer”).

Securities Purchase Agreement
Securities Purchase Agreement • September 6th, 2019 • Q BioMed Inc. • Pharmaceutical preparations • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of August 28, 2019, is entered into by and between Q BioMed Inc., a Nevada corporation (“Company”), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 24th, 2018 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2018, by and among Q BIOMED INC., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 16th, 2021 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 12, 2021, is between Q BIOMED INC., a company incorporated under the laws of the State of Nevada, with headquarters located at 366 Madison Ave, 3rd Floor, New York, NY, 10022 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2016 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November __, 2016, by and among Q BIOMED INC., a Nevada corporation (the “Company”), and YA II CD, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

SECURITY AGREEMENT (in favor of YA II CD, Ltd.)
Security Agreement • November 30th, 2016 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of November ___, 2016 by and among (i) Q Biomed Inc., a Nevada corporation (the “Issuer”), and (ii) any subsidiary and affiliate of the Issuer listed on Schedule 1 attached hereto either now or joined in the future (the “Subsidiaries”; and jointly, severally, and collectively with the Issuer, the “Grantors”) in favor of YA II CD, Ltd., a Cayman Islands company (the “Secured Party”).

Form of Q BIOMED INC. [*] Share of Common Stock and One Warrant to Purchase [*] Share of Common Stock PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • January 12th, 2018 • Q BioMed Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT Q BIOMED INC.
Common Stock Purchase Warrant • January 10th, 2018 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 ________, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Q BioMed Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (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 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 12th, 2018 • Q BioMed Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of ____, 2018, is by and among Q BioMed Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

TECHNOLOGY LICENSE AGREEMENT BETWEEN
Technology License Agreement • July 25th, 2017 • Q BioMed Inc. • Pharmaceutical preparations • Oklahoma

This Technology License Agreement (“Agreement”) is by and between the Rajiv Gandhi Center for Biotechnology, an autonomous research institute under the Govt. of India, located at Thycaud (PO), Poojappura, Thiruvananthapuram, Kerala State 695014, India (“RGCB”), the Oklahoma Medical Research Foundation, a nonprofit corporation, located at 825 NE 13th Street, Oklahoma City, OK 73104 ("OMRF") and QBiomed, Inc, a for-profit corporation, with offices at 501 Madison Ave, 14th Floor, New York, NY 10022 and its wholly-owned subsidiary, Q BioMed Cayman SEZC, a Cayman corporation (collectively, "COMPANY"). OMRF, RGCB and COMPANY shall be individually referred to as a “Party” and collectively referred to as “Parties” in this Agreement.

Conversion Agreement
Conversion Agreement • January 25th, 2022 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Conversion Agreement (this “Agreement”) is made and entered into as of January 21, 2022, by and between Q Biomed Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd. (the “Holder”), holder of the Company’s Convertible Debentures (the “Debentures”).

ADVISORY AGREEMENT
Advisory Agreement • January 13th, 2016 • Q BioMed Inc. • Services-computer programming services • New York

Advisory Agreement dated as of June 1, 2105 by and among ISMO Tech Solutions, Inc. (“Company”), and Ari Jatwes or his incorporated company (the “Advisor”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2020 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2020, by and among Q BIOMED INC., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

FIRST AMENDMENT TO PATENT AND TECHNOLOGY
Patent and Technology License and Purchase Option Agreement • March 31st, 2017 • Q BioMed Inc. • Pharmaceutical preparations

THIS AGREEMENT (the “Amended Agreement”), dated September 6, 2016, amends the Patent and Technology License and Purchase Option Agreement (the “License Agreement”) entered into on May 30, 2016 by and between (i) Q BioMed Inc. (“Q Bio”) and (ii) Bio-Nucleonics Inc. (“BNI”) (together, the “Parties”)

AMENDMENT TO PATENT AND TECHNOLOGY LICENSE AND PURCHASE OPTION AGREEMENT
Patent and Technology License and Purchase Option Agreement • February 28th, 2022 • Q BioMed Inc. • Pharmaceutical preparations

THIS AGREEMENT (the “Amended Agreement”), dated March 26, 2019, amends the Patent and Technology License and Purchase Option Agreement (the “License Agreement”) entered into on October 29, 2015 by and between (i) Q BioMed Inc. (“Q Bio”) and (ii) Mannin Research Inc. (“Mannin”) (together, the “Parties”).

SUPPLEMENT AND AMENDMENT AGREEMENT
Supplement and Amendment Agreement • March 10th, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Supplement and Amendment Agreement (the “Agreement”), dated as of March 8, 2017, is entered into by and between Q Biomed Inc., a Nevada corporation (the “Company”), and YA II CD, Ltd. (the “Buyer”), and (i) supplements and amends a Securities Purchase Agreement entered into on November 29, 2016 between the Company and the Buyer (as amended, modified, or supplemented from time to time, the “Securities Purchase Agreement”) and (ii) amends one term of the Registration Rights Agreement entered into on November 29, 2016 between the Company and the Buyer (the “Registration Rights Agreement”).

Representations and Warranties
Representations and Warranties Agreement • January 13th, 2014 • ISMO Tech Solutions, Inc. • Nevada
CONSULTING AGREEMENT
Consulting Agreement • January 13th, 2016 • Q BioMed Inc. • Services-computer programming services • New York

The Company desires to engage the services of the Consultant for purposes of technology assessment and product development and more specifically for those services set forth below (collectively, the “Consultancy Services”).

AGREEMENT
Preferred Stock Agreement • December 29th, 2020 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Agreement (the “Agreement”), dated as of December 23, 2020, is entered into by and between Q BIOMED INC., a company incorporated under the laws of the State of Nevada (the “Company”), and YA II PN, LTD. (the “Holder”).

EXECUTIVE SERVICES AGREEMENT
Executive Services Agreement • June 9th, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

The Company desire to engage the services of the Executive for purposes of general corporate management and development and more specifically for those services set forth below (collectively, the “Executive Services”).

PATENT AND TECHNOLOGY LICENSE AND PURCHASE OPTION AGREEMENT
Patent and Technology License and Purchase Option Agreement • October 17th, 2016 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Patent and Technology License and Purchase Option Agreement is entered into on June 20, 2016 (“Signing Date”) by and between (i) Q BioMed Inc. (“Q Bio”) and (ii) Bio-Nucleonics Inc. (“BNI”): BNI and Q Bio are hereinafter also referred to individually as a “Party” and collectively as the “Parties.”

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Q BIOMED, INC ASSET SALE AGREEMENT
Asset Sale Agreement • November 28th, 2018 • Q BioMed Inc. • Pharmaceutical preparations • England and Wales

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and provisions set forth in this Agreement, and in the Other Agreements, and for other good and valuable consideration, and intending to be legally bound hereby, the Parties agree as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 7th, 2020 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 6, 2020, is between Q BIOMED INC., a company incorporated under the laws of the State of Nevada, with headquarters located at 366 Madison Ave, 3rd Floor, New York, NY, 10022 (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Buyer”).

Contract
Advisory Agreement • April 30th, 2015 • ISMO Tech Solutions, Inc. • Services-computer programming services • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 29th, 2020 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October ___, 2020, is between Q BIOMED INC., a company incorporated under the laws of the State of Nevada, with headquarters located at 366 Madison Ave, 3rd Floor, New York, NY 10017 (the "Company"), and each of the investors that has signed this Agreement (individually, a "Buyer" and collectively the "Buyers").

Non-qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • June 9th, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of ______________ by and between (i) Q BioMed Inc. (the “Company”) on behalf of its Subsidiary Q BioMed Cayman SEZC (the “Subsidiary”) and (ii) Denis Corin (the “Participant”).

PATENT AND TECHNOLOGY LICENSE AND PURCHASE OPTION AGREEMENT
Patent and Technology License and Purchase Option Agreement • March 31st, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Patent and Technology License and Purchase Option Agreement is entered into on June 20, 2016 (“Signing Date”) by and between (i) Q BioMed Inc. (“Q Bio”) and (ii) Bio-Nucleonics Inc. (“BNI”): BNI and Q Bio are hereinafter also referred to individually as a “Party” and collectively as the “Parties.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 2nd, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of [-----], is between Q BIOMED INC., a company incorporated under the laws of the State of Nevada, with headquarters located at 501 Madison Ave, 14th Floor, New York, NY, 10022 (the "Company"), and each of the investors that has signed this Agreement (individually, a "Buyer" and collectively the "Buyers").

Non-qualified Stock Option Agreement
Non-Qualified Stock Option Agreement • February 20th, 2018 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of February 12, 2018 by and between (i) Q BioMed Inc. (the “Company”) and (ii) Rick Panicucci (the “Participant”).

License Agreement on Patent & Know-How/Technology
License Agreement • April 25th, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

License Agreement: This License Agreement (this “Agreement”) grants Licensee the exclusive global license under the Patent Rights and the Know-How subject to the terms and conditions outlined in herein.

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 2nd, 2017 • Q BioMed Inc. • Pharmaceutical preparations • New York

Q BIOMED, Inc., a Nevada corporation (“Company”), the common stock of which is traded on the OTCQB under the trading symbol “QBIO,” hereby confirms its agreement (this “Agreement”) with Brookline Capital Markets, a division of CIM Securities, LLC, a Colorado limited liability company (“Brookline”), for Brookline to act as the exclusive placement agent for Company as follows:

AGREEMENT
Convertible Debenture Amendment • July 30th, 2021 • Q BioMed Inc. • Pharmaceutical preparations • New York

This Amendment Agreement (the “Agreement”), dated as of July 22, 2021, is entered into by and between Q BIOMED INC., a company incorporated under the laws of the State of Nevada (the “Company”) and YA II PN, Ltd. (the “Buyer”), and amends the convertible debenture issued by the Company to the Buyer on December 23, 2020 (the “Convertible Debenture”) issued pursuant to a Securities Purchase Agreement entered into between the Company and the Buyer on December 23, 2020 (the “Securities Purchase Agreement”) and amends the Convertible Debenture.

Representations and Warranties
Subscription Agreement • February 11th, 2014 • ISMO Tech Solutions, Inc. • Services-computer programming services • Nevada
PATENT AND TECHNOLOGY LICENSE AND PURCHASE OPTION AGREEMENT
Patent and Technology License and Purchase Option Agreement • March 11th, 2016 • Q BioMed Inc. • Services-computer programming services • New York

This Patent and Technology License and Purchase Option Agreement is entered into on October [--], 2015 (“Signing Date”) by and between (i) Q BioMed Inc. (“Q Bio”) and (ii) Mannin Research Inc. (“Mannin”): Mannin and Q Bio are hereinafter also referred to individually as a “Party” and collectively as the “Parties.”

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