0000912057-01-007981 Sample Contracts

SPONSORED RESEARCH AGREEMENT BETWEEN THE UNIVERSITY OF MELBOURNE (the "University") AND AXONYX INC. (the "Sponsor")
Sponsored Research Agreement • March 22nd, 2001 • Axonyx Inc • Pharmaceutical preparations • Victoria

The Sponsor has requested the University to conduct the research on its behalf and the University has agreed to conduct the research on the terms and conditions of this Agreement.

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LICENSE AGREEMENT
License Agreement • March 22nd, 2001 • Axonyx Inc • Pharmaceutical preparations • Massachusetts

THIS LICENSE AGREEMENT (the "Agreement") effective as of the 15th day of September 2000 (the "Effective Date") by and between Axonyx Inc., a company organized and existing under the laws of the State of Nevada, USA and having its principal place of business at 825 3rd Avenue, 40th Floor, New York, New York 10022, USA (hereafter "Axonyx"), and Applied Research Systems ARS Holding N.V., a company organized and existing under the laws of the Netherlands Antilles and having its principal place of business c/o ABN AMRO Trust Company (Curacao) N.V., Pietermaai 15, P.O. Box 4905, Curacao, the Netherlands Antilles (hereafter "ARS"). References to Axonyx and ARS shall include their respective Affiliates (as hereafter defined) (Axonyx and ARS are sometimes hereinafter referred to collectively as the "Parties" or individually as a "Party");

STAND-BY PURCHASE AGREEMENT
Stand-by Purchase Agreement • March 22nd, 2001 • Axonyx Inc • Pharmaceutical preparations • New York

STAND-BY PURCHASE AGREEMENT dated as of October 25, 2000 (the "Agreement"), between Ramius Capital Group, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Investor"), and Axonyx Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company").

AXONYX, INC. (Incorporated under the laws of the State of Nevada) WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF AXONYX, INC. Warrant Price: $7.12 per share, subject to adjustment as provided below.
Warrant Agreement • March 22nd, 2001 • Axonyx Inc • Pharmaceutical preparations • Texas

Securities under the Securities Act (which request shall specify the number of Registrable Securities to be registered), the Company shall, as expeditiously as reasonably possible, notify all other Holders of such request (and allowing them to participate therein), and use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities of all Holders which the Company has been so requested to register.

COMMON STOCK UNDERWRITING AGREEMENT
Common Stock Underwriting Agreement • March 22nd, 2001 • Axonyx Inc • Pharmaceutical preparations • New York

COMMON STOCK UNDERWRITING AGREEMENT dated as of October 25, 2000 (the "Agreement"), between Ramius Securities, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Underwriter"), and Axonyx Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company").

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