PATENT LICENSE AGREEMENT BETWEEN POLYMEDIX, INC. AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIAPatent License Agreement • April 5th, 2006 • Polymedix Inc • Pennsylvania
This Patent License Agreement (this “Agreement”) is made on January 3, 2003 (the “Effective Date”), by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia, Pennsylvania 19104-3147 (“Penn”), and Polymedix, Inc., a Delaware corporation (“Licensee”), with its principal offices at 5 Radnor Corporate Center, 100 Matsonford Road, Suite 520, Radnor, PA 19087.
SOFTWARE LICENSE AGREEMENT BETWEEN POLYMEDIX, INC. AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIASoftware License Agreement • April 5th, 2006 • Polymedix Inc • Pennsylvania
This Software License Agreement (this “Agreement”) is made on May 30, 2003 (the “Effective Date”), by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia, Pennsylvania 19104-3147 (“Penn”), and Polymedix, Inc., a Delaware corporation (“Licensee”), with its principal offices at 5 Radnor Corporate Center, 100 Matsonford Road, Suite 520, Radnor, PA 19087.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among BTHC II ACQUISITION CORP., POLYMEDIX MERGER SUB, INC., POLYMEDIX, INC. and THOSE STOCKHOLDERS OF BTHC II ACQUISITION CORP. IDENTIFIED ON EXHIBIT A HERETO Dated October 6, 2005Agreement and Plan of Merger and Reorganization • April 5th, 2006 • Polymedix Inc • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of October 6, 2005 by and among BTHC II Acquisition Corp., a Delaware corporation (the “Company”), PolyMedix Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), PolyMedix, Inc., a Delaware corporation (“PolyMedix”), and those stockholders of the Company listed on Exhibit A hereto (the “Company Stockholders”). The Company, Merger Sub, PolyMedix and the Company Stockholders are each a “Party” and together are “Parties” to this Agreement.
SUBSCRIPTION AGREEMENT BTHC II Acquisition Corp. For Purchase of Series 1 Convertible Preferred StockSubscription Agreement • April 5th, 2006 • Polymedix Inc • Texas
THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE OR OTHER GOVERNMENTAL AUTHORITIES SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
December 23, 2003Polymedix Inc • April 5th, 2006
Reference is made to the Patent License Agreement Between PolyMedix, Inc, and the Trustees of the University of Pennsylvania, signed January 1, 2003 (the “Original License Agreement”) and Attachment 1, Inventions and Patent Rights. Attachment 1 is hereby amended and the following inventions and dockets from the Trustees of the University of Pennsylvania are added to the list of Inventions and Patent Rights, and are licensed to PolyMedix, Inc.:
February 22, 2006 Dr. Nicholas Landekic President & CEO Polymedix 3701 Market Street Philadelphia, PA 19104 RE: LAB/OFFICE SPACE LICENSE AGREEMENT FOR 3701MARKET STREET Dear Dr. Landekic:Polymedix Inc • April 5th, 2006
When properly executed in the spaces provided at the end of this letter, this letter, together with any accompanying schedules or exhibits, will constitute a space license agreement (this “Agreement”) between Polymedix (sometimes referred to in this Agreement as “you” or the “Company”) and the University City Science Center or its affiliates (the “Science Center”). Many of the specific terms and conditions applying to your Space License (defined below) under this Agreement, including your designated Work Area(s) (defined below), the term of this Agreement and your financial obligations under this Agreement, are set forth on Schedule 1, as amended, (“Schedule 1”), which is attached to and is a part of this Agreement. Schedule 1 may be amended from time to time by you and the Science Center. To have effect, each amendment to Schedule 1 must be signed and dated by you and the Science Center and each successive amendment will be designated as Schedule 1.1, Schedule 1.2, and so on.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 5th, 2006 • Polymedix Inc • Massachusetts
This Agreement, effective as of January 2, 2005 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Amherst campus, and Polymedix, Inc. (“Company”), a Delaware corporation.
BTHC II Acquisition Corp. c/o PolyMedix, Inc. 3701 Market Street, Suite 442 Philadelphia, PA 19104 Tel: 215-966-6199 Fax: 215-966-6106Polymedix Inc • April 5th, 2006 • Texas
The following consulting agreement (this “Agreement”) sets forth our understanding with respect to Fordham Financial Management, Inc., a Colorado corporation (“Fordham”), providing financial advisory consulting services for BTHC II Acquisition Corp., a Delaware corporation (the “Company”). Any capitalized terms used but not defined herein shall have the meaning given to them in that certain Placement Agent Agreement entered into between Fordham and the Company dated October 5, 2005.
July 30, 2002 Nicholas Landekic 1215 Wendover Road Bryn Mawr, PA 19010Letter Agreement • April 5th, 2006 • Polymedix Inc • Pennsylvania
This Letter Agreement will confirm our offer of employment with PolyMedix, Inc. (the “Company”), and will govern the terms and conditions of your employment with the Company.
