ASSIGNMENTAssignment • May 17th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York
THIS ASSIGNMENT (the “Assignment”) is made this the 7th day of April, 2004, by and between SDS Merchant Fund, L.P. (“Assignor”), as assignor, and Alliance Pharmaceutical Corp., a New York corporation (“Assignee”), as assignee, with reference to the following recitals:
ALLIANCE PHARMACEUTICAL CORP. 6175 LUSK BLVD SAN DIEGO, CA 91212 February 13, 2004Alliance Pharmaceutical Corp • May 17th, 2004 • In vitro & in vivo diagnostic substances
This letter agreement sets forth our understanding with respect to (a) the $500,000 loan provided by Technology Gateway Partnership, L.P. (“TGP”) to PFC Therapeutics, LLC (“PFC”) on November 20, 2003 (the “Loan”), and (b) the following Loan-related documents: the Secured Convertible Note Purchase Agreement dated November 20, 2003 by and among TGP and PFC (the “Purchase Agreement), the Security Agreement dated November 20, 2003 by and among TGP and PFC (the “Security Agreement”) , the Secured Convertible Note in the principal amount of $500,000 issued November 20, 2003 by PFC in favor of TGP (the “Note”), the Warrant to purchase Units of Membership Interest issued November 20, 2003 by PFC to TGP (the “Warrant”), and the Guaranty and Security Agreement dated November 20, 2003 by and among Alliance Pharmaceutical Corp. (“Alliance”) and TGP (the “Guaranty”).
DEVELOPMENT, ASSIGNMENT AND SUPPLY AGREEMENT BETWEEN PFC THERAPEUTICS, LLC AND NYCOMED DANMARK APSAssignment Agreement • May 17th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York
THIS DEVELOPMENT, ASSIGNMENT AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of April 1, 2004 (the “Effective Date”), by and between PFC, THERAPEUTICS, LLC, a Delaware limited liability company (“Assignor”), with a business address of 6175 Lusk Boulevard, San Diego, California 92121, and NYCOMED DANMARK ApS, a Danish corporation (“Assignee”), located at Langebjerg 1, DK-4000 Roskilde, Denmark. Assignor and Assignee are referred to in this Agreement individually as a “Party” and collectively as “Parties.”
LICENSING, DEVELOPMENT AND MARKETING AGREEMENTLicensing, Development and Marketing Agreement • May 17th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • California
This Marketing and Distribution Agreement is made as of April 19, 2004 (“Effective Date”) by and between PFC THERAPEUTICS, LLC, a Delaware limited liability company with a principal place of business at 6175 Lusk Blvd., San Diego, CA 92121 (“Company”) and ILYANG PHARM. CO., LTD., a corporation organized under the laws of Korea with a principal place of business at 185-3, Dongcheon-dong, Yongin-Si, Kyungki-Do, Korea (“Distributor”).
