EXHIBIT 10(bb) ENZO DIAGNOSTICS, INC. - BAXTER HEALTHCARE CORPORATION, SCIENTIFIC PRODUCTS AND LIFESCIENCES DIVISION DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT, effective upon acceptance by both parties below by and between ENZO DIAGNOSTICS, INC....Enzo Biochem Inc • December 26th, 1996 • Services-medical laboratories • New York
COMMON STOCK PURCHASE WARRANT ENZo BIOCHEM, INC.Enzo Biochem Inc • May 22nd, 2023 • Services-medical laboratories
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 19, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Enzo Biochem, Inc., a New York corporation (the “Company”), up to _____shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 AGREEMENTSecurities Purchase Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2023, between Enzo Biochem, Inc., a New York corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG ENZO LIFE SCIENCES, INC. AXXORA LIFE SCIENCES, INC.Stock Purchase Agreement • May 30th, 2007 • Enzo Biochem Inc • Services-medical laboratories • Delaware
Exhibit 10.1 SUBSCRIPTION AGREEMENT Enzo Biochem, Inc. 527 Madison Ave. New York, NY 10022 Gentlemen: The undersigned (the "INVESTOR") hereby confirms its agreement with you as follows: 1. This Subscription Agreement (this "AGREEMENT") is made as of...Subscription Agreement • February 5th, 2007 • Enzo Biochem Inc • Services-medical laboratories • New York
ENZO BIOCHEM, INC. Up to $20,000,000 of Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 28th, 2013 • Enzo Biochem Inc • Services-medical laboratories • New York
Enzo Biochem, Inc., a New York corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
LEASELease • October 14th, 2005 • Enzo Biochem Inc • Services-medical laboratories • New York
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE May 20, 2024Enzo Biochem Inc • May 22nd, 2023 • Services-medical laboratories • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Senior Secured Convertible Debentures of Enzo Biochem, Inc., a New York corporation (the “Company”), having its principal place of business at 81 Executive Boulevard, Suite 3, Farmingdale, New York 11735 designated as its 10% Original Issue Discount Senior Secured Convertible Debenture due May 20, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
EXHIBIT 10(z) ENZO DIAGNOSTICS, INC. - AMERSHAM INTERNATIONAL PLC DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT, effective upon acceptance by both parties below by and between ENZO DIAGNOSTICS, INC. ("ENZO"), a New York corporation having its principal...Enzo Biochem Inc • January 17th, 1997 • Services-medical laboratories • New York
SECURITY AGREEMENTSecurity Agreement • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories
This SECURITY AGREEMENT, dated as of May 19 2023 (this “Agreement”), is among Enzo Biochem, Inc., a New York corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), JGB Collateral, LLC, a Delaware limited liability company, as the collateral agent (the “Agent”), and the holders of the Company’s 10% Original Issue Discount Senior Secured Convertible Debentures Due May 20, 2024, in the original aggregate principal amount of $7,608,696 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively with the Agent, the “Secured Parties”).
EXHIBIT 10(z) ENZO DIAGNOSTICS, INC. - AMERSHAM INTERNATIONAL PLC DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT, effective upon acceptance by both parties below by and between ENZO DIAGNOSTICS, INC. ("ENZO"), a New York corporation having its principal...Enzo Biochem Inc • December 26th, 1996 • Services-medical laboratories • New York
EXHIBIT 10(bb) ENZO DIAGNOSTICS, INC. - BAXTER HEALTHCARE CORPORATION, SCIENTIFIC PRODUCTS AND LIFESCIENCES DIVISION DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT, effective upon acceptance by both parties below by and between ENZO DIAGNOSTICS, INC....Enzo Biochem Inc • January 17th, 1997 • Services-medical laboratories • New York
RECITALSSettlement Agreement and Release • September 21st, 2006 • Enzo Biochem Inc • Services-medical laboratories • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 22nd, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
SUBSIDIARY GUARANTEE, dated as of May 19, 2023 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Enzo Biochem, Inc., a New York corporation (the “Company”) and the Purchasers (the “Purchase Agreement”).
EXHIBIT 1.1 1,000,000 SHARES ENZO BIOCHEM, INC. COMMON STOCK PLACEMENT AGENT AGREEMENT -------------------------Enzo Biochem Inc • February 5th, 2007 • Services-medical laboratories • New York
ENZO BIOCHEM, INCAgreement • January 17th, 1997 • Enzo Biochem Inc • Services-medical laboratories • New York
EXHIBIT 10(cc) AGREEMENT FOR LICENSE BETWEEN YALE UNIVERSITY AND ENZO BIOCHEM, INC. THIS AGREEMENT entered into as of the fourth, (4th) day of December, 1981, by and between Yale University (hereinafter called Yale) a corporation organized and...Agreement • January 17th, 1997 • Enzo Biochem Inc • Services-medical laboratories • Connecticut
Exhibit 1.1 3,285,715 SHARES ENZO BIOCHEM, INC. COMMON STOCK PLACEMENT AGENT AGREEMENTEscrow Agreement • December 15th, 2006 • Enzo Biochem Inc • Services-medical laboratories • New York
DISTRIBUTION AND SUPPLY AGREEMENT BETWEEN ENZO BIOCHEM, INC. AND CORANGE INTERNATIONAL LIMITED April 25, 1994Distribution and Supply Agreement • February 4th, 1997 • Enzo Biochem Inc • Services-medical laboratories • New York
ENZO BIOCHEM, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales AgreementCommon Stock • May 15th, 2023 • Enzo Biochem Inc • Services-medical laboratories • New York
EXHIBIT 10(cc) AGREEMENT FOR LICENSE BETWEEN YALE UNIVERSITY AND ENZO BIOCHEM, INC. THIS AGREEMENT entered into as of the fourth, (4th) day of December, 1981, by and between Yale University (hereinafter called Yale) a corporation organized and...Agreement • February 4th, 1997 • Enzo Biochem Inc • Services-medical laboratories • Connecticut
TO AGREEMENTAgreement • October 30th, 2000 • Enzo Biochem Inc • Services-medical laboratories • New York
TO AGREEMENTAgreement • October 30th, 2000 • Enzo Biochem Inc • Services-medical laboratories • New York
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 4th, 2022 • Enzo Biochem Inc • Services-medical laboratories • New York
This Second Amended and Restated Executive Employment Agreement (the “Agreement”), dated as of October 14, 2021 (the “Effective Date”), as amended March 24, 2022 and further amended October 20, 2022 (the “Amendment Date”), made between Enzo Biochem, Inc., a New York corporation, with its principal office at 527 Madison Avenue, New York, New York 10022, (the “Company”) and Hamid Erfanian (the “Executive”) (collectively, the “Parties”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2010 • Enzo Biochem Inc • Services-medical laboratories • New York
This AGREEMENT, entered into as of December 4, 2008 (the “Agreement”), by and between Enzo Biochem, Inc., a New York corporation, with its principal office at 60 Executive Blvd, Farmingdale, NY 11735 (the “Company”), and Barry W. Weiner, residing at 69 Fifth Avenue, New York, New York 10003 (the “Executive”).
EXHIBIT 10.(z) THIRD AMENDMENT TO LEASE ------------------------ Agreement (this "Third Amendment") made as of the 1st day of January, 2000 by and between Pari Management Corporation, a New York corporation with an address at 17 Catalina Drive, Kings...Agreement • October 30th, 2000 • Enzo Biochem Inc • Services-medical laboratories
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • October 13th, 2016 • Enzo Biochem Inc • Services-medical laboratories • Delaware
This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature required by this Agreement (the “Effective Date”) by and between Enzo Life Sciences, Inc., a corporation organized and existing under the laws of the State of New York, having offices at 10 Executive Boulevard, Farmingdale, NY 11735 (“Enzo”) and Illumina, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”). Enzo and Illumina are individually referred to herein as a “Party,” and collectively as the “Parties.”
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • September 4th, 2015 • Enzo Biochem Inc • Services-medical laboratories • New York
This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2015 (the “Effective Date”) by and between Plaintiff Enzo Life Sciences, Inc., a corporation organized and existing under the laws of the State of New York, having offices at 10 Executive Boulevard, Farmingdale, NY 11735 (“Enzo”), and Defendant Siemens Healthcare Diagnostics Inc., a corporation organized and existing under the laws of the State of California, having offices at 511 Benedict Ave., Tarrytown, NY 10591 (“Siemens”). Enzo and Siemens are individually referred to herein as a “Party,” and collectively as the “Parties.”
FEE AND LEASEHOLD MORTGAGE AND SECURITY AGREEMENTFee and Leasehold Mortgage and Security Agreement • December 3rd, 2018 • Enzo Biochem Inc • Services-medical laboratories
This Fee and Leasehold Mortgage and Security Agreement (the “Mortgage”), made as of the 27th day of November, 2018 from the Town of Babylon Industrial Development Agency, a public benefit corporation organized and existing under the laws of the State of New York, having its principal office at 47 West Main Street - Suite 3, Babylon, NY 11702 (the “Agency”), and Enzo Realty II, LLC, a New York limited liability company, having an office at 10 Executive Boulevard, Farmingdale, New York, 11735 (the “Mortgagor”), to Citibank, N.A., a national banking association, having an office at 601 Lexington Avenue, 21st Floor, New York, New York 10022 (the “Mortgagee”).
SETTLEMENT and license AGREEMENTSettlement and License Agreement • June 8th, 2016 • Enzo Biochem Inc • Services-medical laboratories • Delaware
This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature required by this Agreement (the “Effective Date”) by and between Plaintiff Enzo Life Sciences, Inc., a corporation organized and existing under the laws of the State of New York, having offices at 10 Executive Boulevard, Farmingdale, NY 11735 (“Enzo”) and Defendant Agilent Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices at 5301 Stevens Creek Blvd., Santa Clara, CA 95051 (“Agilent”). Enzo and Agilent are individually referred to herein as a “Party,” and collectively as the “Parties.”
COOPERATION AGREEMENTCooperation Agreement • January 4th, 2022 • Enzo Biochem Inc • Services-medical laboratories • New York
This Cooperation Agreement (this “Agreement”) is made and entered into as of January 3, 2022 by and among Enzo Biochem, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, the “Radoff Parties”) (each of the Company and the Radoff Parties, a “Party” to this Agreement, and collectively, the “Parties”).
CREDIT AGREEMENT by and among ENZO CLINICAL LABS, INC., ENZO LIFE SCIENCES, INC., such other Persons joined hereto as a Borrower from time to time, as Borrowers, and GEMINO HEALTHCARE FINANCE, LLC d/b/a SLR HEALTHCARE ABL, as Lender Dated as of March...Credit Agreement • April 5th, 2023 • Enzo Biochem Inc • Services-medical laboratories • Pennsylvania
THIS CREDIT AGREEMENT (“Agreement”) is dated this 31st day of March, 2023, by and among ENZO CLINICAL LABS, INC., a New York corporation (“ECL”), and ENZO LIFE SCIENCES, INC., a New York corporation (“ELS”), and such other Persons joined hereto as Borrower from time to time (together with ECL and ELS, individually and collectively, “Borrower”) and GEMINO HEALTHCARE FINANCE, LLC d/b/a SLR HEALTHCARE ABL, a Delaware limited liability company, as lender (“Lender”).
Enzo biochem, INC. AMENDMENT NO. 1 TO Amended and restated employment agreementEmployment Agreement • January 10th, 2017 • Enzo Biochem Inc • Services-medical laboratories • New York
This Amendment No. 1 (the “Amendment”) to the Amended and Restated Employment Agreement dated December 4, 2008 (the “Agreement”) between Enzo Biochem, Inc., a New York corporation, with its principal office at 60 Executive Blvd, Farmingdale, NY 11735 (the “Company”), and Elazar Rabbani (the “Executive”), is made as of January 5, 2017.
SETTLEMENT AND LICENSE AGREEMENTSettlement and License Agreement • October 13th, 2015 • Enzo Biochem Inc • Services-medical laboratories • Delaware
This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date of the last signature required by this Agreement (the “Effective Date”) by and between Plaintiff Enzo Life Sciences, Inc., a corporation organized and existing under the laws of the State of New York, having offices at 10 Executive Boulevard, Farmingdale, NY 11735 (“Enzo”) and Defendant Affymetrix, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices at 3420 Central Expressway, Santa Clara, CA 95051 (“Affymetrix”). Enzo and Affymetrix are individually referred to herein as a “Party,” and collectively as the “Parties.”
