EXHIBIT 99.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of April __, 1999 between Vion Pharmaceuticals, Inc., a Delaware corporation with offices at 4 Science Park, New Haven, Connecticut 06511...Registration Rights Agreement • June 4th, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
WITNESSETH: -----------Severance Agreement • May 17th, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
By and BetweenWarrant Agreement • October 25th, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • September 10th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2001 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.1 VION PHARMACEUTICALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ UNDER THE SENIOR EXECUTIVE STOCK OPTION PLAN -------------------------------------------- Vion Pharmaceuticals, Inc., a Delaware...Non-Qualified Stock Option Agreement • July 19th, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
VION PHARMACEUTICALS, INC. 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
WITNESSETH:License Agreement • August 6th, 2001 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.1 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is made and entered into as of this 25th day of January 2006 by and between SCIENCE PARK DEVELOPMENT CORPORATION, a Connecticut corporation having its office at 25 Science Park, Suite...Lease • January 31st, 2006 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
JOINT FILING AGREEMENTJoint Filing Agreement • February 19th, 2004 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Vion Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 8, 2003, by and among Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the investors...Registration Rights Agreement • September 10th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
ESCROW AGREEMENTEscrow Agreement • January 26th, 2005 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments...Joint Filing Agreement • September 19th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Vion Pharmaceuticals, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to Rights Agreement (the "Amendment"), made as of August 16, 2004, by and among Vion Pharmaceuticals, Inc. a Delaware corporation (the "Company"), and American Stock Transfer & Trust...Rights Agreement • August 16th, 2004 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of this 11th day of January, 1999, by and between Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Alan Kessman (the "Executive"). WHEREAS, the Executive is acting as President...Employment Agreement • October 21st, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
EXHIBIT 4.3 ----------- VION PHARMACEUTICALS, INC. STOCK OPTION AGREEMENT THIS AGREEMENT, made as of the ____ day of ______, 2000 by and between VION PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and, , (the "Holder"): The Board of...Stock Option Agreement • June 7th, 2000 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Exhibit 10.26 LICENSE AGREEMENT ----------------- AGREEMENT made this 9th day of February, 1998 (the "Effective Date"), by and between VION PHARMACEUTICALS, INC., a Delaware corporation located at Four Science Park, New Haven, Connecticut 06511...License Agreement • March 31st, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • February 11th, 2004 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
EXHIBIT 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 to Rights Agreement (the "Amendment"), made as of August 16, 2004, by and among Vion Pharmaceuticals, Inc. a Delaware corporation (the "Company"), and American Stock Transfer & Trust...Rights Agreement • August 16th, 2004 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
LEASE BETWEENLease Agreement • March 12th, 1998 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
RECITALSLicense Agreement • November 13th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.5 VION PHARMACEUTICALS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ UNDER THE SENIOR EXECUTIVE STOCK OPTION PLAN -------------------------------------------- Vion Pharmaceuticals, Inc., a Delaware...Non-Qualified Stock Option Agreement • July 19th, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
AMENDMENT NO. 5 TO License Agreement AMENDMENT NO. 5 TO LICENSE AGREEMENT (this "AMENDMENT NO. 5") is made this 3rd day of March, 2003, by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by...License Agreement • July 18th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances)
EXHIBIT 4.1 RIGHTS AGREEMENTRights Agreement • October 26th, 1998 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
EMPLOYMENT AGREEMENT BETWEEN VION PHARMACEUTICALS, INC. AND ALAN KESSMAN DATED AS OF JANUARY 1, 2004Employment Agreement • November 13th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 19, 2003, by and among Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each...Registration Rights Agreement • June 20th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.32 LEASE BETWEEN SCIENCE PARK DEVELOPMENT CORPORATION AND VION PHARMACEUTICALS, INC. AS OF NOVEMBER 1, 2001 TABLE OF CONTENTSLease Agreement • March 28th, 2002 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
WITNESSETH:Employment Agreement • August 3rd, 1998 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), entered into as of the 8th day of May, 2006 (the "Effective Date"), by and between VION PHARMACEUTICALS, INC., a Delaware corporation having offices at Four Science Park, New Haven,...Consulting Agreement • May 12th, 2006 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
PLACEMENT AGENCY AGREEMENT --------------------------Placement Agency Agreement • January 26th, 2005 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "AGREEMENT"), is made as of April 1, 2006 (the "EFFECTIVE DATE") by and between: VION PHARMACEUTICALS, INC. a Delaware corporation, having a place of business located at 4 Science Park, New Haven,...Consulting Agreement • April 5th, 2006 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
LICENSE AGREEMENTLicense Agreement • July 18th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), entered into as of the 15th day of October, 2004 (the "Effective Date"), by and between VION PHARMACEUTICALS, INC., a Delaware corporation having offices at Four Science Park, New...Consulting Agreement • November 9th, 2004 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
EXHIBIT 10.8 LICENSE AGREEMENT AGREEMENT effective on the date of the last signature hereon, by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State...License Agreement • March 28th, 2003 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the "Agreement") sets forth the terms of the agreement between Vion Pharmaceuticals, Inc. ("Vion") and John A. Spears ("Spears") relating to the termination of Spears' employment...Separation and Release Agreement • October 21st, 1999 • Vion Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Connecticut
