REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of October 23, 2000, among MacroChem Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory hereto (each such...Registration Rights Agreement • October 31st, 2000 • Macrochem Corp • Pharmaceutical preparations • New York
SUBLEASELease Agreement • July 25th, 2006 • Macrochem Corp • Pharmaceutical preparations • Massachusetts
EXHIBIT 10.2 ------------ 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...Macrochem Corp • March 10th, 2004 • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 10th, 2007 • Macrochem Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2007, among MacroChem Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • April 22nd, 2005 • Macrochem Corp • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 10th, 2007 • Macrochem Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 10, 2007, between MacroChem Corporation, a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
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 REGISTRATION UNDER...Macrochem Corp • July 24th, 2001 • Pharmaceutical preparations
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 9, 2004, by and among MacroChem Corporation, a Delaware corporation (the "Company"), and the investors...Registration Rights Agreement • March 10th, 2004 • Macrochem Corp • Pharmaceutical preparations • New York
EXHIBIT 10.39 ------------- FIRST AMENDMENT TO LEASE This First Amendment to Lease (the "First Amendment") is made and entered into this 19 day of October, 2004, by and between GLB LEXINGTON LIMITED PARTNERSHIP, a Delaware limited partnership...Lease • March 31st, 2005 • Macrochem Corp • Pharmaceutical preparations
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • April 22nd, 2005 • Macrochem Corp • Pharmaceutical preparations • New York
Exhibit 10.1 SUBLEASE AGREEMENT 1. PARTIES. This Sublease Agreement, dated as of August 31, 2005 is made by and between ActivBiotics, Inc., with an address of 128 Spring Street, Lexington, MA 02421 ("Sublessor"), and MacroChem Corporation, with an...Sublease Agreement • September 16th, 2005 • Macrochem Corp • Pharmaceutical preparations
COMMON STOCK PURCHASE WARRANTMacrochem Corp • October 10th, 2007 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MacroChem Corporation, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (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).
andRights Agreement • August 26th, 1999 • Macrochem Corp • Pharmaceutical preparations • Delaware
EXHIBIT 10.3 ------------ REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of September 10, 2003, by and among MacroChem Corporation, a Delaware corporation...Registration Rights Agreement • September 12th, 2003 • Macrochem Corp • Pharmaceutical preparations • New York
EXHIBIT 10.12 ------------- NONCOMPETITION AGREEMENT To: MacroChem Corporation Date: June 5, 2001 110 Hartwell Avenue Lexington, Massachusetts 02421-3134 The undersigned, in consideration of and as a condition of my employment or continued employment...Noncompetition Agreement • March 26th, 2004 • Macrochem Corp • Pharmaceutical preparations • Massachusetts
Exhibit 10.4 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...Macrochem Corp • April 22nd, 2005 • Pharmaceutical preparations
EXHIBIT 10.13 ------------- CONFIDENTIALITY AGREEMENT ------------------------- This Agreement is made by and between MacroChem Corporation, having a place of business at 110 Hartwell Avenue, Lexington, Massachusetts 02421 (the "Company"), and Glenn...Confidentiality Agreement • March 26th, 2004 • Macrochem Corp • Pharmaceutical preparations
This Agreement is made by and between MacroChem Corporation, having a place of business at 110 Hartwell Avenue, Lexington, Massachusetts 02421 (the "Company"), and Glenn Deegan, 27 Allerton Road, Milton, MA 02186, (the "Employee").
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT BETWEEN MACROCHEM CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANYThe Rights Agreement • December 27th, 2005 • Macrochem Corp • Pharmaceutical preparations • Delaware
KEY EMPLOYEE AGREEMENTKey Employee Agreement • March 27th, 1997 • Macrochem Corp • Pharmaceutical preparations • Delaware
Exhibit 10.7 ------------ ----------------------------------------------------- --------------------------- EXECUTIVE EMPLOYEE AGREEMENT ---------------------- ---------------------------------------------------------- To: Glenn E. Deegan Date:...Employee Agreement • February 16th, 2006 • Macrochem Corp • Pharmaceutical preparations • Delaware
Ehibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of April 19, 2005, by and among MacroChem Corporation, a Delaware corporation (the "COMPANY"), and the investors signatory...Registration Rights Agreement • April 22nd, 2005 • Macrochem Corp • Pharmaceutical preparations • New York
Exhibit 10.1 ------------ ----------------------------------------------------- --------------------------- AMENDED AND RESTATED PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock and Warrant Purchase Agreement • February 16th, 2006 • Macrochem Corp • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2007 • Macrochem Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2007, among MacroChem Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10.1 MacroChem Corporation 110 Hartwell Avenue Lexington, MA 02421Macrochem Corp • August 16th, 2004 • Pharmaceutical preparations
September 16, 2005 By Hand Delivery Mr. Robert J. DeLuccia Chief Executive Officer c/o MacroChem Corporation 110 Hartwell Avenue Lexington, Massachusetts 02421-3134 Dear Bob: The purpose of this letter is to confirm the agreement between you and...Macrochem Corp • September 16th, 2005 • Pharmaceutical preparations
September 12, 2005 BY HAND DELIVERY Mr. Glenn E. Deegan Vice President and General Counsel c/o MacroChem Corporation 110 Hartwell Avenue Lexington, Massachusetts 02421-3134 Dear Glenn: The purpose of this letter is to confirm the agreement between you...Macrochem Corp • September 16th, 2005 • Pharmaceutical preparations
ContractMacrochem Corp • June 24th, 2008 • Pharmaceutical preparations • New York
NEITHER THIS SECURITY NOR THE SECURITY 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 THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Exhibit 10.6 ------------ MACROCHEM CORPORATION SEVERANCE AGREEMENT This is an AGREEMENT entered into between MACROCHEM CORPORATION (the "Company," which term shall include any successor by merger, consolidation, sale of substantially all of the...Macrochem Corporation Severance Agreement • February 16th, 2006 • Macrochem Corp • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR...Macrochem Corp • December 27th, 2005 • Pharmaceutical preparations • New York
September 12, 2005 BY HAND DELIVERY Mr. Thomas C. K. Chan, Ph.D Vice President of Research and Development, Chief Technology Officer c/o MacroChem Corporation 110 Hartwell Avenue Lexington, Massachusetts 02421-3134 Dear Thomas: The purpose of this...Macrochem Corp • September 16th, 2005 • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2008 • Macrochem Corp • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2008 (the “Effective Date”), by and between MacroChem Corporation, Inc., a Delaware corporation (the “ Company ”), and James M. Pachence an individual who resides at 18 Elm Street, Hopewell, New Jersey, USA (the “ Executive ”).
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2008, BY AND AMONG ACCESS PHARMACEUTICALS, INC., MACM ACQUISITION CORP. AND MACROCHEM CORPORATIONAgreement and Plan of Merger • August 14th, 2008 • Macrochem Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 10, 2008, by and among Access Pharmaceuticals, Inc. (“Parent”), MACM Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”) and MacroChem Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used herein are defined in Section 7.03 of this Agreement.
Date Number of Shares ---- ---------------- June 20, 2003 150,000 June 20, 2004 175,000 June 20, 2005 175,000 3. CONFIDENTIAL INFORMATION AND RESTRICTED ACTIVITIES. a. CONFIDENTIAL INFORMATION. During the course of your employment with the Company,...Macrochem Corp • November 14th, 2003 • Pharmaceutical preparations • Massachusetts
CONVERTIBLE PROMISSORY NOTEMacrochem Corp • April 23rd, 2008 • Pharmaceutical preparations • Florida
This Note is one of a duly authorized issue of 12% Convertible Promissory Notes of the Borrower, in aggregate principal amount of up to Five Hundred Thousand Dollars ($500,000) (the “Promissory Notes”) issued pursuant to the Subscription Agreement dated as of the date hereof (the “Subscription Agreement”). The Promissory Notes rank equally and ratably without priority over one another. No payment, including any prepayment, shall be made hereunder unless payment, including any prepayment, is offered with respect to the other Promissory Notes in an amount which bears the same ratio to the then unpaid principal amount of such Promissory Notes as the payment made hereon bears to the then unpaid principal amount under this Note. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
RECITALSSeverance Agreement • February 3rd, 2005 • Macrochem Corp • Pharmaceutical preparations
