REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 21, 2004, by and among Alliance Pharmaceutical Corp., a New York corporation (the “Company”), and the Lenders named in that certain Senior Convertible Note Purchase Agreement dated September 21, 2004 by and among the Company and such Lenders (the “Purchase Agreement”).
SENIOR CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTSenior Convertible Promissory Note Purchase Agreement • September 30th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York
THIS SENIOR CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 21, 2004 by and between Alliance Pharmaceutical Corp., a New York corporation (the “Company”), and each individual or entity that has entered into this Agreement by executing a counterpart signature page hereto as a “Lender” (collectively, the “Lenders”).
RESCISSION AND SETTLEMENT AGREEMENTRescission and Settlement Agreement • September 30th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York
This Rescission and Settlement Agreement (the “Agreement”) is made and entered into as of September 21, 2004, by and between Alliance Pharmaceutical Corp. (the “Company”) and each of the undersigned investors individually (each, an “Electing Investor”). A list of the Electing Investors shall be attached as Exhibit A hereto. The Company and each Electing Investor may be referred to herein individually as a “party” and together as the “parties.”
ContractAlliance Pharmaceutical Corp • September 30th, 2004 • In vitro & in vivo diagnostic substances
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2004 • Alliance Pharmaceutical Corp • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2004, among Alliance Pharmaceutical Corp., a New York corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
