SPRING BANK TECHNOLOGIES, INC. AND MICROLOGIX BIOTECH, INC. STOCK PURCHASE AGREEMENT DECEMBER 17, 2003Stock Purchase Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • Massachusetts
This Stock Purchase Agreement (the “Agreement”) is made as of the 17'h day of December 2003, by and between Spring Bank Technologies, Inc., a Massachusetts corporation having its principal office at 113 Cedar Street, Suite S7, Milford, MA 01757, USA (the Company”) and Micrologix Biotech, Inc., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2 (“Micrologix”).
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (DIRECTORS, SENIOR OFFICERS AND EMPLOYEES RESIDENT IN BRITISH COLUMBIA)Subscription Agreement • September 25th, 2003 • Micrologix Biotech Inc • Pharmaceutical preparations • British Columbia
WARRANT INDENTURE Providing for the Issue of up to 9,631,250 Common Share Purchase WarrantsMIGENIX Inc. • August 6th, 2007 • Pharmaceutical preparations
MIGENIX INC., a company incorporated under the British Columbia Business Corporations Act, having an office at the British Columbia Research Building, 3650 Wesbrook Mall, Vancouver, B.C., V6S 2L2
Ex 4.34Migenix Cutanea Exclusive License Agreement • August 2nd, 2006 • MIGENIX Inc. • Pharmaceutical preparations • New York
The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
SECURITY AGREEMENTSecurity Agreement • August 2nd, 2006 • MIGENIX Inc. • Pharmaceutical preparations • California
THIS SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), is dated as of May 3, 2006 and entered into between MIGENIX Inc., a corporation incorporated under the laws of the Province of British Columbia (the “Grantor”) and Computershare Trust Company, Inc., a limited purpose trust company chartered by the State of Colorado (together with any substitute or successor trustees under the Indenture, the “Trustee”), acting on behalf of the Unitholders, as defined herein.
Stock PURCHASE AGREEMENTStock Purchase Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
Pursuant to Section 4.1(b) of the Collaboration and License Agreement, the undersigned, Strata Pharmaceuticals Inc. (the "Subscriber"), hereby offers to subscribe for 617,284 Common Shares (the "Securities") of the Company, at a price of USD$0.81 per share, such Securities having the terms summarized below, upon and subject to the terms and conditions set forth on the reverse of this Stock Purchase Agreement (which terms and conditions are incorporated into and form part of this Stock Purchase Agreement) and delivers, with this subscription, the Total Subscription Price set forth below.
BVF’S AND OTHER BUYERS’ REPRESENTATIONS AND WARRANTIES.Collaboration and License Agreement • August 2nd, 2006 • MIGENIX Inc. • Pharmaceutical preparations • California
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2007 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
MIGENIX INC., a company incorporated under the laws of British Columbia, and having its address at 3650 Wesbrook Mall, Vancouver, British Columbia V6S 2L2
MIGENIX and Schering-Plough Sign Agreement for MX-3253 Hepatitis C Drug Development and License OptionMIGENIX Inc. • July 13th, 2005 • Pharmaceutical preparations
Vancouver, BC, CANADA & San Diego, CA, USA – July 13, 2005– MIGENIX Inc. (TSX: MGI; OTC: MGIFF), a clinical-stage developer of drugs for infectious and degenerative diseases, has completed a Material Transfer and License Option Agreement (“Agreement”) with Schering-Plough Corporation (NYSE: SGP) of Kenilworth, N.J., related to celgosivir (MX-3253), MIGENIX’s first-in-class compound in Phase II clinical development for the treatment of chronic Hepatitis C Virus (HCV) infections.
COLLABORATION AND LICENSE AGREEMENT between MICROLOGIX BIOTECH INC. and STRATA PHARMACEUTICALS INC. Dated: July 30, 2004Collaboration and License Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • Delaware
This Collaboration and License Agreement (this "Agreement") is made as of July 30, 2004 (the "Effective Date") by and between Micrologix Biotech Inc., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2 ("Micrologix") and Strata Pharmaceuticals Inc., a corporation having its offices at 10923 Coverhurst Way, San Diego, California 92130, USA ("Strata"). Micrologix and Strata are sometimes referred to collectively herein as the "Parties" or singly as a "Party".
ContractMIGENIX Inc. • October 31st, 2005 • Pharmaceutical preparations
The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
ContractExchange and Escrow Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended
STOCK PURCHASE AGREEMENT BY AND BETWEEN VIROGEN LIMITED AND MICROLOGIX BIOTECH INC. February 20, 2004Stock Purchase Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
WHEREAS pursuant to that certain celgosivir license agreement (the “License Agreement”) entered into by Virogen and Micrologix, dated as of February 2, 2004, Virogen agreed to grant a license to Micrologix and Micrologix agreed to obtain a license from Virogen to develop and commercialize certain program assets as more particularly described in the License Agreement;
EXECUTIVE EMPLOYMENT AGREEMENT MICROLOGIX BIOTECH INC.Executive Employment Agreement • September 25th, 2003 • Micrologix Biotech Inc • Pharmaceutical preparations • British Columbia
In consideration of the senior position of (TITLE), which is effective (DATE), the Company is providing you with this Employment Agreement which outlines the terms and conditions of your employment. The terms and conditions are set out below:
MIGENIX INC. - and - COMPUTERSHARE TRUST COMPANY, INC. TRUST INDENTURE Providing for the Issue of Royalty Conversion Units Dated as of the 3rd day of May, 2006Collaboration and License Agreement • August 2nd, 2006 • MIGENIX Inc. • Pharmaceutical preparations • California
MATERIAL TRANSFER AND LICENSE OPTION AGREEMENTTransfer and License Option Agreement • January 18th, 2007 • MIGENIX Inc. • Pharmaceutical preparations • New Jersey
THIS MATERIAL TRANSFER AGREEMENT (the “Agreement”) is made as of July 13th, 2005 (the “Effective Date”), by and between Migenix Inc., a corporation having its principal offices at 3650 Wesbrook Mall, Vancouver, British Columbia, V6S 2L2 Canada (“Migenix”), and Schering Corporation, a New Jersey corporation, having offices at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033 (“Schering”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2007 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
LICENSE AGREEMENT BY AND BETWEEN MICROLOGIX BIOTECH INC. AND SPRING BANK TECHNOLOGIES, INC. DATED: December 8, 2003License Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • New York
MICROLOGIX BIOTECH INC., a British Columbia corporation having its offices at BC Research Complex, 3650 Wesbrook Mall, Vancouver, BC, Canada V6S 2L2
AGENCY AGREEMENTAgency Agreement • October 31st, 2005 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
The Issuer proposes to raise funds for the purposes set forth in the Prospectus (as defined in this Agreement), which is to be filed by the Issuer with the Commissions (as defined in this Agreement) by offering for sale certain of its securities;
Dated as of August 5, 2005 MIGENIX INC. and PACIFIC CORPORATE TRUST COMPANY AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN (amending and restating the Shareholder Rights Plan Agreement dated as of July 31, 2000)Shareholder rights plan • August 2nd, 2006 • MIGENIX Inc. • Pharmaceutical preparations • British Columbia
THIS AGREEMENT was made as of the 5th day of August, 2005 (amending and restating the Shareholders Rights Plan Agreement dated as of July 31, 2000).
PATENT LICENSE AGREEMENT WITH RESEARCH COMPONENT BETWEEN UNIVERSITY OF FLORIDA RESEARCH FOUNDATION INC. AND APOLLO BIOPHARMACEUTICS, INC. FEBRUARY 4, 1999Patent License Agreement • October 31st, 2005 • MIGENIX Inc. • Pharmaceutical preparations • Florida
This Agreement is made and entered into this 15th day of December 1993 (the Effective Date), and revised and restated on the 4th day of February 1999, by and between THE UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC., a not-for-profit corporation duly organized and existing under the laws of the State of Florida and having its principal office at 223 Grinter Hall, Gainesville, Florida; 32611-2037, U.S.A. (hereinafter referred to UFRFI), and APOLLO BIOPHARMACEUTICS, INC., a corporation duly organized under the laws of the State of Delaware add having its principal office at One Broadway, Suite 600, Cambridge, Massachusetts 02142 (hereinafter referred to as LICENSEE).
ContractMIGENIX Inc. • October 31st, 2005 • Pharmaceutical preparations • Missouri
The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
STOCK PURCHASE AGREEMENT BY AND BETWEEN HYBRIDON INC. AND MICROLOGIX BIOTECH INC. December 17, 2002Stock Purchase Agreement • September 25th, 2003 • Micrologix Biotech Inc • Pharmaceutical preparations • British Columbia
MATERIAL TRANSFER AND LICENSE OPTION AGREEMENTMaterial Transfer and License Option Agreement • October 31st, 2005 • MIGENIX Inc. • Pharmaceutical preparations • New Jersey
This Material Transfer Agreement (the “Agreement”) is made as of July 13th, 2005 (the “Effective Date”), by and between Migenix Inc., a corporation having its principal offices at 3650 Wesbrook Mall, Vancouver, British Columbia, V6S 2L2 Canada (“Migenix”), and Schering Corporation, a New Jersey corporation, having offices at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033 (“Schering”).
Canaccord Capital Corporation Suite 2200, 609 Granville Street Vancouver, BC V7Y 1H2 Dear Sirs: Re: Underwriting Agreement dated November 21, 2006 between MIGENIX Inc. and Canaccord Capital Corporation (the “Underwriting Agreement”) We confirm that...MIGENIX Inc. • August 6th, 2007 • Pharmaceutical preparations
Additionally, we confirm that the second sentence of the opening paragraph on page one of the Underwriting Agreement is amended to be as follows:
ContractAgreement and Plan of Merger and Reorganization • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • California
The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended
Suite 203 Vancouver V6H 4B4Employment Agreement • September 25th, 2003 • Micrologix Biotech Inc • Pharmaceutical preparations
Further to our previous discussion, this is to confirm the Board of Directors’ approval to amend your Employment Agreement dated October 1, 2001 (as amended by a letter dated January 31, 2003) as follows:
ContractCelgosivir License Agreement • September 30th, 2004 • MIGENIX Inc. • Pharmaceutical preparations • Delaware
The Company has requested confidential treatment with respect to certain portions of this Agreement, which have been omitted, pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
