February 18, 2002 Mr. Carl F. Siekmann 15915 Wetherburn Road Chesterfield, Missouri 63017 Dear Carl: This letter follows up on the discussions we have had recently concerning the mutually agreeable separation of your employment for reasons other than...Severance Agreement • March 29th, 2002 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 4.5 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS EXERCISABLE (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD,...Warrant Agreement • March 20th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2024 • Theriva Biologics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 26, 2024, between Theriva Biologics, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
R E C I T A L :Note Purchase Agreement • November 14th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made and entered into as of this 29th day of December, 2000 by and between Sheffield Pharmaceuticals, Inc., a Delaware...Registration Rights Agreement • January 26th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
BETWEENLicense Agreement • December 21st, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.39 SHEFFIELD PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into this 23rd day of January, 2002 by and between Sheffield Pharmaceuticals, Inc., a Delaware corporation...Indemnification Agreement • March 29th, 2002 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
UNDERWRITING AGREEMENT between SYNTHETIC BIOLOGICS, INC. and as Representative of the Several UnderwritersUnderwriting Agreement • October 15th, 2018 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York
The undersigned, Synthetic Biologics, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Synthetic Biologics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
RecitalsPurchase Agreement • January 26th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
LEASELease Agreement • November 13th, 1997 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • Missouri
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of October 18, 1999 by and between Sheffield Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Elan International Services, Ltd., a Bermuda...Registration Rights Agreement • November 2nd, 1999 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
SYNTHETIC BIOLOGICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • May 3rd, 2021 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York
Indenture, dated as of , 20 , among Synthetic Biologics, Inc., a Nevada corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
ARTICLE I DEFINITIONSLoan and Security Agreement • November 14th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of October 18, 1999 between Elan International Services, Ltd., a Bermuda exempted limited liability company incorporated under the laws of Bermuda ("EIS"), and Sheffield...Securities Purchase Agreement • November 2nd, 1999 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
WITNESSETH:Employment Agreement • March 29th, 2002 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
LETTER AMENDMENTEmployment Agreement • March 28th, 1997 • Sheffield Medical Technologies Inc • Pharmaceutical preparations
Exhibit 10.25 ***TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 240.24B-2 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated as of October 18, 1999 between Elan...Securities Purchase Agreement • December 21st, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
SYNTHETIC BIOLOGICS, INC. Up to $ 15,000,000 of Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 3rd, 2013 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York
Synthetic Biologics, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Exhibit 4.4 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS EXERCISABLE (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD,...Warrant Agreement • March 20th, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
Exhibit 10.1 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • October 3rd, 2007 • Pipex Pharmaceuticals, Inc. • Pharmaceutical preparations • Michigan
THIS BUSINESS LOAN AGREEMENT dated September 27, 2007, is made and executed between PIPEX PHARMACEUTICALS, INC. ("Borrower") and Bank of Ann Arbor ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Theriva Biologics, Inc.Pre-Funded Common Stock Purchase Warrant • September 30th, 2024 • Theriva Biologics, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Theriva Biologics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (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).
EMPLOYMENT AGREEMENT AGREEMENT made as of the 25th day of April, 1997, by and between Sheffield Medical Technologies Inc., a Delaware corporation with its principal offices at 30 Rockefeller Plaza, Suite 4515, New York, New York 10112 (the...Employment Agreement • May 14th, 1997 • Sheffield Medical Technologies Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT Theriva Biologics, Inc.Common Stock Purchase Warrant • September 30th, 2024 • Theriva Biologics, Inc. • Pharmaceutical preparations
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 the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Theriva Biologics, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (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).
EMPLOYMENT AGREEMENT AGREEMENT made as of the 16th day of November, 1998, by and between Sheffield Pharmaceuticals, Inc., a Delaware corporation with its principal offices at 425 South Woodsmill Road, Suite 270, St. Louis, Missouri 63017-3441 (the...Employment Agreement • March 24th, 1999 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER By and Among Sheffield Medical Technologies Inc.Merger Agreement • May 14th, 1997 • Sheffield Medical Technologies Inc • Pharmaceutical preparations • New York
Amended and Restated At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 10th, 2021 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York
SYNTHETIC BIOLOGICS, INC. 13,333,333 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 17th, 2015 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York
Synthetic Biologics, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,333,333 shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (“Common Stock”), of the Company. In addition, at the option of the Underwriters, the Company proposes to sell, subject to the terms and conditions stated herein, to the Underwriters up to an additional 2,000,000 shares of Common Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares are herein referred to as the “Shares”.
Exhibit 10.3 to Form 10-KSB AMENDED EMPLOYMENT AGREEMENT AGREEMENT made as of the 22nd day of September, 1996 and effective September 25, 1996, by and between Sheffield Medical Technologies Inc., a Delaware corporation with its principal offices at 30...Employment Agreement • March 28th, 1997 • Sheffield Medical Technologies Inc • Pharmaceutical preparations
Synthetic Biologics, Inc. and Corporate Stock Transfer, Inc., as Warrant Agent Warrant Agency Agreement Dated as of October 15, 2018Warrant Agency Agreement • October 15th, 2018 • Synthetic Biologics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of October 15, 2018 (“Agreement”), between Synthetic Biologics, Inc., a Nevada corporation (the “Company”), and Corporate Stock Transfer, Inc., with offices located at 3200 Cherry Creek South Drive, Suite 430, Denver, Colorado 80209 (the “Warrant Agent”).
CERTAIN PORTIONS HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT; OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONLicense and Development Agreement • July 16th, 1998 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
EXHIBIT 10.6A THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") is made this first day of October, 2001 (the "Effective Date"), by and between Sheffield Pharmaceuticals, Inc. (the "Corporation") and Thomas M. Fitzgerald (the...Employment Agreement • March 29th, 2002 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations
10(b) SUB-LICENSE AGREEMENT THIS AGREEMENT (the "Sub-License Agreement") is made as of the 3rd day of December, 1997 (the "Sub-License Agreement Date"), between 1266417 Ontario Limited, an Ontario corporation with offices at 1285 Morningside Avenue,...Sub-License Agreement • December 18th, 1997 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 30th, 2024 • Theriva Biologics, Inc. • Pharmaceutical preparations • New York
FORM OF WARRANT ADEONA PHARMACEUTICALS, INC. Warrant To Purchase Common StockWarrant to Purchase Common Stock • February 2nd, 2011 • Adeona Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Adeona Pharmaceuticals, Inc., a company organized under the laws of Nevada (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the "Warrant"), at any time or times on or after the date hereof (the "Initial Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable shares of Common Stock, par value $0.001 per share, subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized term
ANDSubscription, Joint Development and Operating Agreement • December 21st, 2001 • Sheffield Pharmaceuticals Inc • Pharmaceutical preparations • New York
