Northfield Laboratories Inc /De/ Sample Contracts

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Common Stock ($.01 Par Value)
Underwriting Agreement • February 4th, 2005 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
WITNESSETH: THAT
Lease • August 31st, 1998 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)
TO AS TRUSTEE INDENTURE
Indenture • June 27th, 2003 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
WITNESSETH
Lease Amendment • October 15th, 2003 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)
EXHIBIT 1.1 1,954,416 SHARES NORTHFIELD LABORATORIES INC. SHARES OF COMMON STOCK ($.01 PAR VALUE) PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • May 14th, 2004 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT NORTHFIELD LABORATORIES INC.
Common Stock Purchase Warrant • March 16th, 2009 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)

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 6 month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the earlier of (i) the close of business on the four year anniversary of the Initial Exercise Date or (ii) time immediately following the consummation of a Fundamental Transaction of the type described in Section 3(e)(ii), (iii), (iv) or (vi) where the Company has given proper notice to the Holder of the Fundamental Transaction in accordance with the terms set forth in Section 3(e) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Northfield Laboratories Inc., a Delaware corporation (the “Company”), up to ___shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be eq

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 16th, 2009 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 12, 2009, between Northfield Laboratories Inc., 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”).

RECITALS
Lease • March 7th, 2005 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Illinois

THIS AGREEMENT, originally made as of February 25, 2008, by and between Robert L. McGinnis (“Executive”) and Northfield Laboratories Inc., a Delaware corporation (the “Company”).

SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • February 29th, 2008 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Illinois

SEVERANCE PROTECTION AGREEMENT dated February 25, 2008 by and between Northfield Laboratories Inc., a Delaware corporation (the “Company”), and (the “Executive”), and is amended and restated solely to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) effective as of this 25th day of February, 2008.

EMPLOYMENT AGREEMENT
Employment Agreement • February 29th, 2008 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Illinois

THIS AGREEMENT, originally made as of this January 28, 2005, by and between Steven A. Gould, M.D. (“Executive”) and Northfield Laboratories Inc., a Delaware corporation (the “Company”), is amended effective as of this 25th day of February, 2008.

October 2, 2008 Re: Agreement to Continue Employment. Dear :
Agreement to Continue Employment • October 8th, 2008 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)

We appreciate your hard work and dedication as an employee of Northfield Laboratories Inc. In view of your significant contributions, this letter will confirm the terms of your continued employment with Northfield through June 30, 2009.

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Contract
Purchase and Sale Agreement • August 14th, 2006 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances) • Illinois

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made and entered into as of this 12th day of June (the “Contract Date”) by and between FIRST INDUSTRIAL, L.P., a Delaware limited partnership (“Seller”), and NORTHFIELD LABORATORIES, INC., a Delaware corporation (“Purchaser”).

FORM OF AGREEMENT REGARDING SEVERANCE ARRANGEMENTS
Severance Agreement • May 14th, 2009 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)

As we have discussed, due to recent regulatory developments adversely affecting Northfield’s business and the company’s limited financial resources, Northfield’s board of directors has authorized management to pursue an orderly winding up of the company’s business. Northfield is accordingly terminating the current employment relationship of each of our executive officers. As a result, your employment as an officer and employee of Northfield will terminate as of May 8, 2009.

February 25, 2008 Re: Agreement to Continue Employment. Dear:
Agreement to Continue Employment • February 29th, 2008 • Northfield Laboratories Inc /De/ • Biological products, (no disgnostic substances)

We appreciate your hard work and dedication as an employee of Northfield Laboratories Inc. In view of your significant contributions, this letter will confirm the terms of your continued employment with Northfield through December 31, 2008.

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