Biospecifics Technologies Corp Sample Contracts

RECOURSE SECURED PROMISSORY NOTE --------------------------------
Promissory Note • May 15th, 2000 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York
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AGREEMENT ---------
Stock Pledge Agreement • May 17th, 2001 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York
BIOSPECIFICS TECHNOLOGIES CORP. and OTC CORPORATE TRANSFER SERVICE COMPANY Rights Agent
Rights Agreement • May 30th, 2002 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York
RECITALS
Securities Purchase Agreement • June 20th, 2003 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG ENDO INTERNATIONAL PLC, BETA ACQUISITION CORP. AND BIOSPECIFICS TECHNOLOGIES CORP. DATED AS OF OCTOBER 19, 2020
Merger Agreement • October 19th, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 19, 2020 by and among Endo International plc, a public limited company incorporated in Ireland (“Parent”), Beta Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and BioSpecifics Technologies Corp., a Delaware corporation (the “Company”).

BIOSPECIFICS TECHNOLOGIES CORP. Common Stock ($0.001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENT
At-the-Market Equity Offering Sales Agreement • August 31st, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York
BIOSPECIFICS TECHNOLOGIES CORP. Non-Employee Director Change of Control Agreement
Non-Employee Director Change of Control Agreement • March 14th, 2016 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This Non-Employee Director Change of Control Agreement, effective as of April 22, 2015, is entered into by and between BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), with its principal offices located at 35 Wilbur Street, Lynbrook, NY 11563, and Dr. Jyrki Mattila (the “Director”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • February 28th, 2019 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED DEVELOPMENT AND LICENSE AGREEMENT dated February 26, 2019, with an effective date as of January 1, 2019 (the “Second Amendment Effective Date”), is by and between BioSpecifics Technologies Corp., a Delaware corporation (“BTC”), and Endo Global Ventures, a Bermuda unlimited liability company (“Endo”). BTC and Endo shall sometimes be referred to herein collectively as “Parties.”

BIOSPECIFICS TECHNOLOGIES CORP. CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENT
Confidentiality and Inventions Assignment Agreement • May 11th, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations • Delaware

In consideration and as a condition of my employment, or continued employment, by BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows:

LEASE AGREEMENT
Lease Agreement • March 16th, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations

Business machines and mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building, shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord in Landlord’s reasonable discretion.

BIOSPECIFICS TECHNOLOGIES CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 9th, 2019 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”), dated as of July 1, 2019 (the “Date of Grant”), is delivered by BioSpecifics Technologies Corp. (the “Company”) to Pat Caldwell, an individual, with a primary address at ____________ (the “Participant”).

WITNESSETH:
Regulatory Compliance Agreement • March 3rd, 2000 • Biospecifics Technologies Corp • Pharmaceutical preparations
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • October 19th, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of October 19, 2020 (this “Amendment”), is made and entered into by and between BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), and Worldwide Stock Transfer, LLC, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement (as defined below).

WITNESSETH:
Allocation of Responsibilities Agreement • March 3rd, 2000 • Biospecifics Technologies Corp • Pharmaceutical preparations
AMENDMENT
Asset Purchase Agreement • January 12th, 2007 • Biospecifics Technologies Corp • Pharmaceutical preparations

This Amendment is made as of January 8, 2007 by and among DFB Biotech, Inc. a Delaware corporation (“Buyer”), and BioSpecifics Technologies Corp., a Delaware corporation (“BTC”), and its wholly-owned subsidiary Advance Biofactures Corporation, a New York corporation (“ABC”) (BTC and ABC each being hereinafter individually, and collectively where applicable, referred to as “Seller”). (Buyer and Seller are at times referred to herein collectively as the “Parties.”)

FIFTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 2nd, 2019 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This FIFTH AMENDMENT (this “Amendment”), dated as of May 11, 2018, to the RIGHTS AGREEMENT, dated as of May 14, 2002, as amended on June 19, 2003, and as further amended on of February 3, 2011, March 5, 2014 and May 27, 2016 (the “Rights Agreement”), between BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) as Rights Agent (the “Rights Agent”).

PLEDGE AGREEMENT
Pledge Agreement • March 2nd, 2007 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This PLEDGE AGREEMENT (this “Agreement”), effective as of the 1st day of January 2007 by and between THE S.J. WEGMAN COMPANY (the “Pledgor”) and BIOSPECIFICS TECHNOLOGIES CORP., a Delaware corporation (the “Secured Party”).

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FOURTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 2nd, 2019 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This FOURTH AMENDMENT (this “Amendment”), dated as of May 27, 2016, to the RIGHTS AGREEMENT, dated as of May 14, 2002, as amended on June 19, 2003, and as further amended on of February 3, 2011 and March 5, 2014 (the “Rights Agreement”), between BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) as Rights Agent (the “Rights Agent”).

LEASE TERMINATION AGREEMENT
Lease Termination Agreement • March 7th, 2014 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

THIS AGREEMENT (this “Agreement”) is made as of the 21st day of November 2013 (the “Termination Date”) by and among WILBUR ST. CORP., a New York corporation (“Landlord”), and ADVANCE BIOFACTURES CORP., a New York corporation, and BIOSPECIFICS TECHNOLOGIES CORP., a Delaware corporation ( collectively, “Tenant”).

BioSpecifics Technologies Corp. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 8th, 2008 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This Executive Employment Agreement (the “Agreement”) is entered into as of August 5, 2008 (the “Effective Date”) by and between BioSpecifics Technologies Corp. (the “Company”), and Thomas L. Wegman (“Executive”). This Agreement incorporates and supersedes the Change of Control Agreement entered into on June 18, 2007 between the Company and Executive. The Change of Control Agreement is no longer effective.

August 6, 2020 BY EMAIL AND OVERNIGHT MAIL Patrick C. Hutchison Dear Pat:
Employment Agreement • August 10th, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations

This letter agreement (the “Amendment”) hereby amends your employment offer letter from BioSpecifics Technologies Corporation (“BSTC” or the “Company”) dated December 17, 2019 and executed by you on December 20, 2019 (the “Offer Letter”), solely as set forth below. In all other respects, the Offer Letter shall remain in full force and effect.

CONSULTING AGREEMENT
Consulting Agreement • April 27th, 2012 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

THIS CONSULTING AGREEMENT (this “Agreement”), is made effective as of July 1, 2012 (“Effective Date”), by and between BioSpecifics Technologies Corp. (the “Company”), a Delaware corporation, Dr. Matthew Geller, an individual (“Dr. Geller”), and Geller Biopharm Inc., a New York corporation (“Consultant”), of which Dr. Geller is President.

Patrick M. Caldwell Amended and Restated Indemnification Agreement
Indemnification Agreement • April 2nd, 2019 • Biospecifics Technologies Corp • Pharmaceutical preparations

In connection with the engagement of Patrick M. Caldwell ("PMC") to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the "Company") with the matters set forth in the oral agreement between the Company and PMC (the "Agreement"), in the event that PMC becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any stockholder or derivative action or arbitration proceeding) (collectively, a "Proceeding") in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, the Company agrees to indemnify, defend and hold PMC harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or ref

DUPUYTREN’S DISEASE LICENSE AGREEMENT
Dupuytren’s Disease License Agreement • November 28th, 2006 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This DUPUYTREN’S DISEASE LICENSE AGREEMENT (the “Agreement”), effective as of November 21, 2006 (the “Effective Date”), is entered into by and between BioSpecifics Technologies Corp., a corporation organized and existing under the laws of Delaware (“BTC”), and the Research Foundation of the State University of New York for and on behalf of Stony Brook University, a nonprofit, educational corporation organized and existing under the laws of New York (the “Research Foundation”). BTC and the Research Foundation shall sometimes be referred to herein individually as a “Party” and collectively as “Parties.”

Contract
Lease Agreement • November 9th, 2018 • Biospecifics Technologies Corp • Pharmaceutical preparations

Re: Lease dated November 21, 2013 between 35 Wilbur Street Assoc., LLC and Advance Biofactures Corp., premises; 35 Wilbur Street, Lynbrook, NY 11563.

EXHIBIT 10.13 RECOURSE SECURED DEMAND NOTE ----------------------------
Recourse Secured Demand Note • May 17th, 2001 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York
CONSULTING AGREEMENT Effective Date: April 1, 2019
Consulting Agreement • April 2nd, 2019 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

THIS CONSULTING AGREEMENT (this “Agreement”), is entered into by and between BioSpecifics Technologies Corporation, a Delaware corporation (“BSTC” or the “Company”), and Pat Caldwell, an individual, with a primary address at 13485 Harding Avenue, San Martin, California 95046 (“Consultant”), as of the date set forth above (the “Effective Date”). BSTC and Consultant may each be referred to as a “Party” or together, the “Parties”.

BY EMAIL AND OVERNIGHT MAIL
Employment Agreement • May 11th, 2020 • Biospecifics Technologies Corp • Pharmaceutical preparations • Delaware

On behalf of BioSpecifics Technologies Corp. (“BioSpecifics” or the “Company”), I am pleased to offer you employment with the Company on the terms and subject to the conditions set forth in this letter agreement (the “Agreement”), including satisfactory references, a background check, and submission of satisfactory proof of your identity and your legal authorization to work in the United States:

Contract
Independent Contractor Agreement • March 2nd, 2007 • Biospecifics Technologies Corp • Pharmaceutical preparations

AGREEMENT made as of the 1st day of October, 1993, by and between MARTIN K GELBARD, MD., 2601 W. Alameda Ave, Burbank, CA 91505, hereinafter referred to as “Dr. Gelbard”, and ADVANCE BIOFACTURES CORPORATION, 35 Wilbur Street, Lynbrook, N.Y. 11563, hereinafter referred to as “the Company”.

FROZEN SHOULDER LICENSE AGREEMENT
Frozen Shoulder License Agreement • November 28th, 2006 • Biospecifics Technologies Corp • Pharmaceutical preparations • New York

This FROZEN SHOULDER LICENSE AGREEMENT (the “Agreement”), effective as of November 21, 2006 (the “Effective Date”), is entered into by and between BioSpecifics Technologies Corp., a corporation organized and existing under the laws of Delaware (“BTC”), and the Research Foundation of the State University of New York for and on behalf of Stony Brook University, a nonprofit, educational corporation organized and existing under the laws of New York (the “Research Foundation”). BTC and the Research Foundation shall sometimes be referred to herein individually as a “Party” and collectively as “Parties.”

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