RECITALSStock Purchase Agreement • February 7th, 2003 • Surg Ii Inc • Services-commercial physical & biological research • Minnesota
WITNESSETHLicense Agreement • May 15th, 2003 • Chiral Quest Inc • Services-commercial physical & biological research • Pennsylvania
EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated this November 8, 2002, between CHIRAL QUEST, LLC, a Minnesota limited liability corporation (together with its successors and assigns referred to herein as the "Company"),...Employment Agreement • May 15th, 2003 • Chiral Quest Inc • Services-commercial physical & biological research • New York
RECITALSSeparation Agreement • April 19th, 2004 • Chiral Quest Inc • Services-commercial physical & biological research • New Jersey
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") dated this May 15, 2003, between CHIRAL QUEST, INC., a Minnesota corporation (together with its successors and assigns referred to herein as the "Company"), with principal...Consulting Agreement • August 14th, 2003 • Chiral Quest Inc • Services-commercial physical & biological research • New York
ContractVioQuest Pharmaceuticals, Inc. • July 6th, 2007 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 14th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between VioQuest Pharmaceuticals, Inc., a Delaware corporation having a place of business at 180 Mount Airy Road, Suite 102, Basking Ridge, New Jersey 07920 (the “Company”), and the undersigned (the “Subscriber”).
ContractVioQuest Pharmaceuticals, Inc. • May 14th, 2008 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
VioQuest Pharmaceuticals, Inc. Stock Option Agreement (Non-Statutory)Stock Option Agreement • June 19th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • Minnesota
This Stock Option Agreement (the “Agreement”) is made and entered into as of June 13, , 2008, between Michael Becker (“Employee”) and VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2004 • Chiral Quest Inc • Services-commercial physical & biological research • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 17, 2004, by and between CQ ACQUISITION, INC., a Minnesota corporation with principal executive offices at 1981 Pine Hall Drive, State College PA 16801 (the “Company”), and RONALD BRANDT, residing at 10 Lord William Penn Drive, Morristown, New Jersey 07960 (the “Executive” ).
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • June 19th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Stock Option Agreement (this “Amendment”), is made and entered into as of June 13, 2008, by and between VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Michael Becker (“Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Agreement (this “Agreement”), dated as of July 18, 2008 (the “Effective Date”) by and between VioQuest Pharmaceuticals, Inc., a Delaware corporation with principal executive offices at 180 Mount Airy Road, Suite 102, Basking Ridge, NJ 07920 (the “Company”), and Christopher Schnittker, residing at 652 Ashbourne Road, Elkins Park, PA 19027 (the “Executive”).
SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • August 11th, 2006 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is made and entered into as of this 8th day of August, 2006, by and between Brian Lenz, an individual resident of the State of New Jersey (the “Executive”) and VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • VioQuest Pharmaceuticals • Services-commercial physical & biological research • New Jersey
This Agreement (this “Agreement”), dated as of February 1, 2005 (the “Effective Date”), by and between VIOQUEST PHARMACEUTICALS, INC., a Minnesota corporation with principal executive offices at Princeton Corporate Plaza, 7 Deer Park Drive, Suite E, Monmouth Junction, New Jersey, 08852 (the “Company”), and DANIEL GREENLEAF, residing at 383 Gristmill Drive, Basking Ridge, NJ 07920 (the “Executive”).
VioQuest Pharmaceuticals, Inc. Stock Option Agreement (Non-Statutory)Stock Option Agreement • March 28th, 2007 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Agreement (the “Agreement”) is made and entered into as of [ ], 20[ ], between [ ] (“Employee”), and VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • June 19th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment to Stock Option Agreement (this “Amendment”), is made and entered into as of June 13, 2008, by and between VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and ______________ (“Optionee”).
VioQuest PHARMACEUTICALS, INC.VioQuest Pharmaceuticals, Inc. • February 6th, 2007 • Pharmaceutical preparations
On behalf of VioQuest Pharmaceuticals, Inc. (the “Company”), I am pleased to extend to you this conditional offer of employment as the Company’s Chief Scientific and Medical Officer. This letter (the “Letter”) shall confirm our understanding as to the terms of your employment with the Company.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VIOQUEST PHARMACEUTICALS, INC., GREENWICH THERAPEUTICS, INC. AND VQ ACQUISITION CORP.Agreement and Plan of Merger • November 14th, 2005 • VioQuest Pharmaceuticals, Inc. • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 1, 2005, among VioQuest Pharmaceuticals, Inc., a Minnesota corporation (“Parent”), Greenwich Therapeutics, Inc., a Delaware corporation (“Greenwich”) and VQ Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“VQ Merger Sub”).
SEPARATION AGREEMENTSeparation Agreement • March 27th, 2006 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Separation Agreement (“Agreement”) is made and entered into as of April 4, 2005 (the “Effective Date”), by and among Ronald Brandt (“Executive”), Chiral Quest, Inc., a Minnesota corporation (“Company”), and VioQuest Pharmaceuticals, Inc., a Minnesota corporation (“Parent”).
SUPPLEMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2004 • Chiral Quest Inc • Services-commercial physical & biological research
This SUPPLEMENT, dated October 1, 2003 (the “Supplement”), to the Employment Agreement (the “Agreement”) dated this November 8, 2002, between CHIRAL QUEST, INC., a Minnesota corporation (together with its successors and assigns referred to herein as the “Company”), with principal executive offices located at 787 Seventh Avenue, New York, NY 10019 and ALAN D. ROTH, residing at 22 Aubrey House, Maida Avenue, London W2 1TQ, UK (the “Executive”), is intended to amend the Agreement as described herein .
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • July 6th, 2007 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between VioQuest Pharmaceuticals, Inc., a Delaware corporation having a place of business at 180 Mount Airy Road, Suite 102, Basking Ridge, New Jersey 07920 (the “Company”), and the undersigned (the “Subscriber”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 31st, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and among DANIEL GREENLEAF (the “Executive”), with an address at 383 Gristmill Drive, Basking Ridge, New Jersey 07920; and VIOQUEST PHARMACEUTICALS, INC. (the “Employer”), with its principal executive offices located at 180 Mt. Airy Road, Suite 102, Basking Ridge, New Jersey 07920, and together with its parents, divisions, affiliates, and subsidiaries and their respective officers, directors, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing (collectively referred to herein as the “Company”).
FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTEVioQuest Pharmaceuticals, Inc. • May 14th, 2008 • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE (“Amendment”) is entered into as of March __, 2008, by and between VIOQUEST PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the undersigned, constituting the holders of not less than a majority of the then outstanding principal amount of those certain Senior Convertible Promissory Notes (as amended, the “Notes”), issued on June 29, 2007 and July 3, 2007, on behalf of all of the holders of the Notes or their assigns (“Holders”), to amend, as set forth herein, the terms of all of the outstanding Notes.
ARTICLE I DEFINITIONSMerger Agreement • November 27th, 2002 • Surg Ii Inc • Surgical & medical instruments & apparatus • Minnesota
AMENDED & RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 14th, 2007 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amended & Restated Exclusive License Agreement (hereinafter referred to as this “Agreement”), effective as of December 29, 2006 (the “Effective Date”), is entered into by and between Asymmetric Therapeutics, LLC, (“Licensor”) a limited liability company duly organized under the laws of the State of Delaware and having a place of business at 141 Main Street, Unadilla, New York 13849, Onc Res, Inc., a corporation duly incorporated under the laws of the State of New York (“Onc Res”) and having a place of business at 141 Main Street, Unadilla, New York 13849, Fiordland Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware and having a place of business at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (the “Company”), and, for purposes of certain provisions hereof, Stason Pharmaceuticals, Inc., a corporation duly incorporated under the laws the State of California (“Stason”) and having a place of business at 11 Morgan, Irvine, Cal
FIRST AMENDMENT TO LEASELease • November 14th, 2006 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is entered into as of this 15th day of September, 2006 (the “Effective Date”), by and between MOUNT AIRY ASSOCIATES, LLC (“Landlord”) and VIOQUEST PHARMACEUTICALS, INC. (“Tenant”).
AMENDMENT NO. 1 TO STOCK PURCHASE & SALE AGREEMENTStock Purchase & Sale Agreement • June 12th, 2007 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Stock Purchase & Sale Agreement (this "Amendment") is made and entered into effective as of June 8, 2007 by and between Chiral Quest Acquisition Inc. (“Buyer”), and VioQuest Pharmaceuticals, Inc., a Delaware corporation (“Seller”), relating to the sale by Seller and purchase by Buyer of all of the outstanding shares of capital stock of Chiral Quest, Inc., a Minnesota corporation (“Company”).
VioQuest Pharmaceuticals, Inc. Stock Option Agreement (Outside Director)Stock Option Agreement • June 19th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Agreement (the “Agreement”) is made and entered into as of the 13th day of June, 2008, between [ ] (“Director”) and VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 20th, 2005 • VioQuest Pharmaceuticals, Inc. • Services-commercial physical & biological research
This Agreement and Plan of Merger (the “Plan”) is adopted as of October 14, 2005, by and between VioQuest Delaware, Inc., a Delaware corporation (“VioQuest Delaware”), and VioQuest Pharmaceuticals, Inc., a Minnesota corporation (“VioQuest Minnesota”).
LICENSE AGREEMENT (as amended)License Agreement • November 17th, 2005 • VioQuest Pharmaceuticals, Inc. • Services-commercial physical & biological research • Ohio
THIS LICENSE AGREEMENT (hereinafter referred to as this “Agreement”), effective as of this February 8, 2005 is entered into by and between The Cleveland Clinic Foundation, an Ohio non-profit corporation located at 9500 Euclid Avenue, Cleveland, Ohio 44195 (the “Licensor”), and Greenwich Pharmaceuticals, Inc., a Delaware for-profit corporation located at 787 Seventh Avenue, New York, New York 10019 (the “Company”). Licensor and Company shall individually be referred to as “Party” and collectively referred to as the “Parties.”
LICENSE AGREEMENT (as amended)License Agreement • November 17th, 2005 • VioQuest Pharmaceuticals, Inc. • Services-commercial physical & biological research • Florida
This Agreement (hereinafter referred to as this "Agreement"), effective as of this April 19, 2005, is entered into by and between the UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida (“University”) pursuant to section 1004.28 Florida Statutes, having its principal office at 4202 East Fowler Avenue, Tampa, Florida 33620, U.S.A. (hereinafter referred to as “Licensor”), and GREENWICH THERAPEUTICS, INC. a corporation duly organized and existing under the laws of the State of Delaware with head quarters at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (the "Company").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 2005 • VioQuest Pharmaceuticals, Inc. • Services-commercial physical & biological research
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is dated as of August 19, 2005, by and among VioQuest Pharmaceuticals, Inc., a Minnesota corporation (“Parent”), Greenwich Therapeutics, Inc., a Delaware corporation (“Greenwich”), and VQ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“VQ Merger Sub”).
SUBLEASESublease • November 14th, 2007 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Sublease Agreement (“Sublease”) is effective the 16th day of July, 2007, by and between VioQuest, Inc., f/k/a Chiral Quest, Inc. (“Tenant”), and Chiral Quest Acquisition Corp. (“Subtenant”) with reference and respect to the following facts and circumstances:
