PFC THERAPEUTICS, LLC WARRANT TO PURCHASE UNITS OF MEMBERSHIP INTERESTSWarrant Agreement • February 19th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • California
THIS CERTIFIES that, for value received, Technology Gateway Partnership, L.P. (such entity and any successor and assign being hereinafter referred to as the “Holder”) is entitled to subscribe for and purchase from PFC Therapeutics, LLC, a Delaware limited liability company (hereinafter called the “Company”), a number of units of membership interests of the Company (the “Units”) representing Ten Percent (10%) of the Company’s issued and outstanding Units (determined on a fully-diluted basis on the date of exercise of this Warrant) at an exercise price of $0.01 per Unit (the “Exercise Price’), at any time or from time to time from January 31, 2004 to and including January 31, 2009 (the “Exercise Period”).
SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • February 19th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • California
THIS AGREEMENT (this “Agreement”) is made as of November 20, 2003, by and among PFC Therapeutics, LLC, a Delaware limited liability company (the “Company”), and Technology Gateway Partnership, L.P., a California limited partnership (the “Purchaser”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • February 19th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • California
THIS GUARANTY AND SECURITY AGREEMENT dated as of November 20, 2003, is made by and among Alliance Pharmaceutical Corp., a New York corporation ("Guarantor"), and Technology Gateway Partnership, L.P., a California limited partnership ("Secured Party").
SECURITY AGREEMENTSecurity Agreement • February 19th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • California
THIS SECURITY AGREEMENT dated as of November 20, 2003 (“Security Agreement”), is made by and among PFC Therapeutics, LLC, a Delaware limited liability company (“Grantor”), and Technology Gateway Partnership, L.P., a California limited partnership (“Secured Party”).
