1 EXHIBIT 10.9 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered effective the 1st day of August, 1998, by and between JUDITH SCHELL (hereinafter "Owner") and NUTRACEUTIX, INC., a Delaware corporation (hereinafter "Tenant"); For and in...Lease Agreement • March 25th, 1999 • Nutraceutix Inc • In vitro & in vivo diagnostic substances • Colorado
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of January 10, 2005 (the "Effective Date"), by and between SCOLR Pharma, Inc., a Delaware corporation ("the Company"), and Alan M. Mitchel...Employment Agreement • January 11th, 2005 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • Washington
SCOLR, Inc. 8340 154th AVE. N.E. Redmond, WA 98052-3864 March 18th, 2003 Attention: David T. Howard President and CEO This will confirm the understanding and agreement between Dunsford Hill Capital Partners ("Dunsford Hill" or the "Consultant") and...Consulting Agreement • March 31st, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • February 26th, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances • New York
RECITALRegistration Rights Agreement • February 11th, 2005 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances
EXHIBIT 2.3 SEPARATION AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the 31st day of December, 2003, by and between SCOLR, Inc., a Delaware corporation (the "Company") and Steven Henry Moger ("Moger") in order to provide the terms and...Separation Agreement • January 23rd, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances • Washington
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 24, 2004, by and among SCOLR, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto...Registration Rights Agreement • February 26th, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances
EXHIBIT 10.29 ADVISORY AGREEMENT This Advisory Agreement dated as of August 7, 2003 between SCOLR, Inc., a Delaware corporation (the "Company") and David T. Howard ("Howard"). WHEREAS, Howard has served as President and Chief Executive Officer of the...Advisory Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Washington
March 2, 2004 Michael Tag1ich Tag/Kent Partners c/o Taglich Brothers 1370 6th Avenue New York, NY 10019 RE: Securities Purchase Agreement by and among SCOLR, Inc. and the Purchasers named therein dated as of February 24, 2004 (the "Agreement") Dear...Securities Purchase Agreement • March 24th, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances
RE: Securities Purchase Agreement by and among SCOLR, Inc. and the Purchasers named therein dated as of February 24, 2004 (the "Agreement")
WITNESSETH:Lease • July 27th, 1998 • Nutraceutix Inc
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 23rd, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances • Washington
RECITALSLoan and Security Agreement • November 14th, 2002 • Scolr Inc • In vitro & in vivo diagnostic substances • Washington
EXHIBIT 10.2 SCOLR PHARMA, INC. STOCK OPTION AGREEMENT SCOLR Pharma, Inc. has granted to the individual (the "OPTIONEE") named in the Notice of Grant of Stock Option (the "NOTICE") to which this Stock Option Agreement (the "OPTION AGREEMENT") is...Stock Option Agreement • November 12th, 2004 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • Washington
1 Exhibit 10.4 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered effective the 1st day of September, 1995, by and between JUDITH SCHELL (hereinafter "Owner") and NUTRACEUTIX, INC., a Delaware corporation (hereinafter "Tenant"): For and in...Lease Agreement • July 27th, 1998 • Nutraceutix Inc • Colorado
BACKGROUNDEmployment Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Washington
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JUNE 30, 2013Convertible Security Agreement • June 15th, 2012 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of SCOLR Pharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 13400 NE 20th Street, Suite 44, Bellevue, Washington 98005, designated as its 8% Senior Secured Convertible Debenture due June, 2013 and issued in offerings completed in June 2011 and on or about the date hereof (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
STANDARD FORM MULTI-TENANT, TRIPLE NET LEASECommercial Lease • March 30th, 2000 • Nutraceutix Inc • In vitro & in vivo diagnostic substances
RECITALSLoan and Security Agreement • May 15th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances
EXHIBIT 1.1 RIGHTS AGREEMENT Agreement, dated as of November 1, 2002, between SCOLR, Inc., a Delaware corporation (the "Company"), and OTR, Inc. (the "Rights Agent"). The Board of Directors of the Company has authorized and declared a dividend of one...Rights Agreement • November 6th, 2002 • Scolr Inc • In vitro & in vivo diagnostic substances • Delaware
EXHIBIT 10.12 LICENSE AGREEMENT This Agreement is made effective this 22nd day of December, 1998 by and between Temple University - Of The Commonwealth System of Higher Education, a corporation organized and existing under the laws of the Commonwealth...License Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Pennsylvania
SCOLR, INC.Convertible Note Purchase Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Delaware
2,781,100 Shares Warrants to Purchase 1,390,550 Shares SCOLR PHARMA, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 30th, 2007 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • New York
SCOLR Pharma, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each, an “Investor” and, collectively, the “Investors”), (i) up to an aggregate of 2,781,100 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) warrants to purchase up to 1,390,550 shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Company desires to engage ThinkEquity Partners LLC (the “Placement Agent”) as its exclusive placement agent in connection with such issuance and sale of the Securities.
EXHIBIT 10.15 EXCLUSIVE PATENT LICENSE AGREEMENT NUTRACEUTIX, INC.Exclusive Patent License Agreement • March 31st, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Illinois
FORM OFSecurity Agreement • February 26th, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances
EXHIBIT 10.27 December 30, 2003 David T. Howard 215 East Keith Road, #3 North Vancouver, BC V7L 1V4 Dear David: The purpose of this Letter Agreement is to amend the terms of the Advisory Agreement dated as of August 7, 2003 between you and SCOLR, Inc....Advisory Agreement • January 29th, 2004 • Scolr Inc • In vitro & in vivo diagnostic substances
RIGHTS AGREEMENT Agreement, dated as of November 1, 2002, between SCOLR, Inc., a Delaware corporation (the "Company"), and OTR, Inc. (the "Rights Agent"). The Board of Directors of the Company has authorized and declared a dividend of one preferred...Rights Agreement • March 11th, 2008 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
COMMON STOCK PURCHASE WARRANT To Purchase 1,350,000 Shares of Common Stock of SCOLR Pharma, Inc.Common Stock Purchase Warrant • June 15th, 2012 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Taglich Brothers, Inc. (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 that is six (6) months from the date hereof, but not before, and on or before the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from SCOLR Pharma, Inc. a corporation incorporated in the State of Delaware (the “Company”), up to 1,350,000 shares (the “Warrant Shares”) of common stock of the Company (the “Common Stock”). The purchase price for each full share of Common Stock (the “Exercise Price”) under this Warrant shall be $0.0625, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. As used herein “Termination Date” shall mean June 30, 2016. Capitalized
LEASE SFERS REAL ESTATE CORP. A, D/B/A/ SFERS REAL ESTATE A, Landlord, and SCOLR, INC., D/B/A/ NUTRACEUTIX, INC., TenantLease • October 3rd, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances
AGREEMENTCommon Stock Purchase Agreement • February 11th, 2005 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
PLACEMENT AGENCY AGREEMENT April 17, 2006Placement Agency Agreement • April 18th, 2006 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances • Washington
3 4 During the Term of Employment as set forth in this Agreement, it is agreed that the compensation paid to the Executive shall be a base salary no less than One Hundred Fifty Thousand ($150,000) Dollars per annum plus participation in the Company's...Employment Agreement • July 27th, 1998 • Nutraceutix Inc • Washington
RECITALSIntellectual Property Assignment Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Washington
SCOLR, INC.Nonqualified Stock Option Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances
SCOLR, INC.Note Agreement • August 13th, 2003 • Scolr Inc • In vitro & in vivo diagnostic substances • Delaware
COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of SCOLR PHARMA, INC.Warrant Agreement • April 18th, 2006 • SCOLR Pharma, Inc. • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE 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 April 17, 2006 (the “Initial Exercise Date”) and on or prior to the close of business on April 17, 2011 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SCOLR Pharma, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $7.50. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued pursuant to that certain Placement Agency Agreement by and among the Company, Taglich Brothers, Inc. and Roth Capital Partners, LLC (the “Placement Agency Agreemen
