Exhibit 10.2 LEASE AGREEMENT THIS LEASE, made as of the 26th day of March, 1997, by and between Bloomtex Associates, a New Jersey limited partnership having an office at 460 Main Avenue, Wallington, New Jersey 07057 (hereinafter "Landlord"), and...Lease Agreement • June 13th, 1997 • Alfacell Corp • Biological products, (no disgnostic substances) • New Jersey
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Alfacell Corp • July 20th, 2006 • Biological products, (no disgnostic substances)
Exhibit 10.28 PLEDGE AGREEMENT PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of May 31, 1993, by KUSLIMA SHOGEN (the "Pledgor") and ALFACELL CORPORATION, a Delaware corporation ("Alfacell"), to FIRST FIDELITY BANK, NEW JERSEY, as the secured...Pledge Agreement • October 8th, 1997 • Alfacell Corp • Biological products, (no disgnostic substances) • New Jersey
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 11, 2003, by and among Alfacell Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto...Registration Rights Agreement • May 18th, 2004 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
Exhibit 10.26 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 1, 2006, among Alfacell Corporation, a Delaware corporation (the "Company"), and the purchasers identified on Schedule A hereto (the...Securities Purchase Agreement • October 16th, 2006 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
Exhibit 4.6 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Alfacell Corp • July 20th, 2006 • Biological products, (no disgnostic substances)
As of December 15, 1997Alfacell Corp • March 17th, 1998 • Biological products, (no disgnostic substances) • Texas
Exhibit 10.24 ALFACELL CORPORATION PURCHASE AGREEMENT FOR COMMON STOCK & WARRANTS Alfacell Corporation 225 Belleville Avenue Bloomfield, New Jersey 07003 Attention: Kuslima Shogen, Chairman and Chief Executive Officer Dear Ms. Shogen: The undersigned...Purchase Agreement • October 29th, 2003 • Alfacell Corp • Biological products, (no disgnostic substances) • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • October 29th, 2003 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
SUBSCRIPTION AGREEMENT -------------------------------------------------------- ------------------------ Alfacell Corporation --------------------------------- ----------------------------------------------- -------------------------------...Subscription Agreement • March 17th, 1998 • Alfacell Corp • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.27 ALFACELL CORPORATION PURCHASE AGREEMENT FOR COMMON STOCK & WARRANTS Alfacell Corporation 225 Belleville Avenue Bloomfield, New Jersey 07003 Attention: Kuslima Shogen, Chairman and Chief Executive Officer Dear Ms. Shogen: The undersigned...Purchase Agreement • February 21st, 2002 • Alfacell Corp • Biological products, (no disgnostic substances) • Delaware
AMENDMENT NO. 1 TO TERM LOAN AGREEMENT AMENDMENT NO. 1 ("Amendment No. 1") dated as of October 1, 1995 to Term Loan Agreement dated as of May 31, 1993 between ALFACELL CORPORATION ("Borrower") and FIRST FIDELITY BANK, N.A. ("Bank") (successor by...Term Loan Agreement • December 1st, 1995 • Alfacell Corp • Biological products, (no disgnostic substances)
EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 17, 2006, among Alfacell Corporation, a Delaware corporation (the "Company"), and the several purchasers signatory hereto...Registration Rights Agreement • July 20th, 2006 • Alfacell Corp • Biological products, (no disgnostic substances)
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • July 20th, 2006 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
BACKGROUNDSeparation Agreement and General Release • October 14th, 2005 • Alfacell Corp • Biological products, (no disgnostic substances) • New Jersey
No. W - 1 Warrant to Purchase 10,000 Shares of Common Stock (subject to adjustment)Warrant • December 1st, 1995 • Alfacell Corp • Biological products, (no disgnostic substances) • New Jersey
Exhibit 10.20 PLACEMENT AGENT'S UNIT PURCHASE WARRANT WARRANT TO PURCHASE _____________ UNITS EACH CONSISTING OF TWO SHARES OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK AT AN INITIAL EXERCISE PRICE OF $2.50 PER SHARE VOID...Alfacell Corp • March 17th, 1998 • Biological products, (no disgnostic substances) • Delaware
PLEASE READ CAREFULLY IF YOU DO NOT UNDERSTAND THE DOCUMENT FULLY, DO NOT SIGN IT CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ANY AND ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY...Please Read • December 9th, 1997 • Alfacell Corp • Biological products, (no disgnostic substances)
NOTE PAYABLEAlfacell Corp • October 29th, 2003 • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.29 ALFACELL CORPORATION PURCHASE AGREEMENT FOR COMMON STOCK & WARRANTS Alfacell Corporation 225 Belleville Avenue Bloomfield, New Jersey 07003 Attention: Kuslima Shogen, Chairman and Chief Executive Officer Dear Ms. Shogen: The undersigned...Purchase Agreement • May 24th, 2002 • Alfacell Corp • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.21 ALFACELL CORPORATION PURCHASE AGREEMENT FOR COMMON STOCK & WARRANTS Alfacell Corporation 225 Belleville Avenue Bloomfield, New Jersey 07003 Attention: Kuslima Shogen, Chairman and Chief Executive Officer Dear Ms. Shogen: The undersigned...Purchase Agreement • October 30th, 2000 • Alfacell Corp • Biological products, (no disgnostic substances) • Delaware
AMENDED AND RESTATED TERM NOTEAlfacell Corp • December 1st, 1995 • Biological products, (no disgnostic substances)
Exhibit 10.30 ALFACELL CORPORATION PURCHASE AGREEMENT FOR COMMON STOCK & WARRANTS Alfacell Corporation 225 Belleville Avenue Bloomfield, New Jersey 07003 Attention: Kuslima Shogen, Chairman and Chief Executive Officer Dear Ms. Shogen: The undersigned...Corporation Purchase Agreement • March 3rd, 2003 • Alfacell Corp • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.9 June 30, 1995 Alfacell Corporation Kuslima Shogen Attn: Kuslima Shogen 428 Cedar Grove Lane 225 Belleville Avenue Somerset, New Jersey 08873 Bloomfield, New Jersey 07003 Re: SUBORDINATION AGREEMENT DATED AS OF MAY 31, 1993 BY AND AMONG...Alfacell Corp • October 11th, 1995 • Biological products, (no disgnostic substances)
LICENSE AGREEMENTLicense Agreement • March 7th, 2008 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
This License Agreement (the “Agreement”) is made and entered into as of January 14, 2008 (the “Effective Date”), between Alfacell Corporation, a Delaware corporation with its principal place of business at 300 Atrium Drive, Somerset, New Jersey 08873 (“Alfacell”), and Par Pharmaceutical, Inc., a Delaware corporation with its principal place of business at 300 Tice Boulevard, Woodcliff Lake, New Jersey 07677 (“Par”). Alfacell and Par may be referred to herein individually as a “Party”, or together as the “Parties”.
Exhibit 4.3 AGREEMENT TO AMEND WARRANT This Agreement is dated as of July 17, 2006, by and between Knoll Capital Management, L.P. ("Knoll") and Alfacell Corporation (the "Company"). The undersigned hereby agree as follows: 1. In connection with the...Amend Warrant • July 20th, 2006 • Alfacell Corp • Biological products, (no disgnostic substances)
ContractForm of Securities Purchase Agreement • October 15th, 2007 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2007, between Alfacell Corporation, a Delaware corporation (the “Company”), and Unilab LP, a limited partnership organized under the laws of Maryland (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company shares of common stock of the Company, as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, f
ContractDistribution and Marketing Agreement • October 15th, 2007 • Alfacell Corp • Biological products, (no disgnostic substances)
DISTRIBUTION AND MARKETING AGREEMENT This Distribution and Marketing Agreement (the “Agreement”) is effective as of July 25, 2007 (“Effective Date”) and is by and between Alfacell Corporation, a Delaware corporation with principal offices at 300 Atrium Drive, Somerset, New Jersey 08873 (“Alfacell”) and USP Pharma Spolka Z.O.O., a corporation formed under the laws of Poland with principal offices at c/o US Pharmacia International, Inc., 966 Hungerford Drive, Suite 3B, Rockville, Maryland 20850 (“Distributor”). Alfacell and Distributor are referred to herein each as a “Party” and collectively as the “Parties”). WITNESSETH : WHEREAS, Alfacell is developing ONCONASE® for oncological uses and WHEREAS, Alfacell desires to appoint Distributor as the exclusive distributor in the Territory of Product for use in the Field and Distributor desires to accept such appointment, all on and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, subject to the terms and conditions of
SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT July 31, 2010Investor Rights Agreement • October 29th, 2010 • Tamir Biotechnology, Inc. • Biological products, (no disgnostic substances) • New York
This Second Amendment (this “Amendment”) to that certain Investor Rights Agreement dated as of October 19, 2009, as amended on February 26, 2010 (the “Agreement”), by and among Tamir Biotechnology, a Delaware corporation (f/k/a/ Alfacell Corporation) (the “Company”), and the Purchasers is made as of July 31,, 2010. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
RETIREMENT AGREEMENTRetirement Agreement • April 28th, 2008 • Alfacell Corp • Biological products, (no disgnostic substances) • New Jersey
This Retirement Agreement (“Agreement”) is entered into as of April 25, 2008 by Kuslima Shogen (“Employee”) and Alfacell Corporation (“Alfacell” or the “Company”).
EXHIBIT 10.37 N O W T H E R E F O R E, - - - - - - - - - - - - In consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the...Alfacell Corp • March 12th, 2007 • Biological products, (no disgnostic substances)
ALFACELL CORPORATION AMENDMENT TO SECURITIES PURCHASE AGREEMENT February 26, 2010Securities Purchase Agreement • March 4th, 2010 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
This Amendment (this “Amendment”) to that certain Securities Purchase Agreement dated as of October 19, 2009 (the “Agreement”) by and among Alfacell Corporation, a Delaware corporation (the “Company”) and the investors identified on the signature pages thereto (the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SECURITY AGREEMENTSecurity Agreement • October 20th, 2009 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2009 by Alfacell Corporation, a Delaware corporation (the “Borrower”), and in favor of James McCash (the “Agent”) and each of the lenders whose names appear on the signature pages hereof. Such lenders are each referred to herein as a “Secured Party” and, collectively, as the “Secured Parties”. This Agreement is being executed and delivered by the Borrower and the Secured Parties in connection with that certain Securities Purchase Agreement dated concurrently herewith (the “Purchase Agreement”) by and between the Borrower and each Secured Party. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
ALFACELL CORPORATION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2009 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of October 19, 2009, by and among Alfacell Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, a “Purchaser”, and collectively, the “Purchasers”).
Memorandum of Understanding on Co-operation between Tamir Biotechnology Inc and US Pharmacia International, Inc.Tamir Biotechnology, Inc. • January 13th, 2012 • Biological products, (no disgnostic substances) • New Jersey
This MOU is an expression of the Parties' intention to negotiate a definitive License Agreement in accordance with the terms contained herein and with the exception of the Confidentiality Provisions this MOU is not a binding agreement. It is the intention of the parties to enter into good faith negotiations and consummate a License Agreement in the Field, in the Territory as will be described for topical formulation of Tamir’s proprietary drug Onconase/Ranprinase for treatment of patients diagnosed with Human Papillioma Virus (HPV). The terms of the MOU lay down the foundation for a definitive License Agreement that the parties shall negotiate and sign within sixty (60) days. Tamir will manufacture under GMP conditions, topical formulation of Onconase which will be used to treat genital and skin warts caused by the HPV. US Pharmacia International Inc. or any of its affiliates (USPI) shall have the exclusive rights to sell and market the product in the Field, in the Territory.
