FORM OF COMMON STOCK WARRANTeXegenics Inc • April 2nd, 2007 • Pharmaceutical preparations • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SHARE MAY BE SOLD OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
University of Pennsylvania License AgreementLicense Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Pennsylvania
This Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Acuity Pharmaceuticals, Inc., a Delaware corporation (“Company”). This Agreement is being signed on March 31, 2003. This Agreement will become effective on March 31, 2003 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Delaware
License (this “Agreement”) made as of April 13, 2006, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”). (Acuity and Pathogenics are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Florida
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 27, 2007, is entered into by and among Acuity Pharmaceuticals, Inc., a Delaware corporation (“Acuity”), Froptix Corporation, a Florida corporation (“Froptix”), eXegenics Inc. a Delaware corporation (“Parent”), e-Acquisition Company I-A, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Parent (“Merger Sub I”) and e-Acquisition Company II-B, LLC, a Delaware limited liability company which is a wholly owned subsidiary of Parent (“Merger Sub II”).
EXEGENICS INC. 4400 Biscayne Blvd Suite 900 Miami, Florida 33137eXegenics Inc • April 2nd, 2007 • Pharmaceutical preparations • Florida
AMENDED AND RESTATED VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Connecticut
WHEREAS, the Lender and Acuity Corp originally entered into a certain Venture Loan and Security Agreement dated as of September 14, 2005 (the “Original Loan Agreement”), pursuant to which the Lender made a loan to Acuity Corp (the “Original Loan”) in the original principal amount of Four Million Dollars ($4,000,000) as evidenced by a certain Secured Promissory Note dared September 14, 2005 executed by Acuity Corp in favor of Lender (the “Original Note”);
CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Florida
This notice constitutes a reaffirmation by the undersigned that the representations and warranties in the Credit Agreement are true, correct and accurate in all material respects as if the date hereof was the Initial Closing Date and a certification by the undersigned that it is in compliance with the Credit Agreement and the Note in all material respects as of the date of this Notice of Borrowing as if the date hereof was the Initial Closing Date.
First Amendment to the License Agreement between the The Trustees of the University of Pennsylvania and Acuity Pharmaceuticals, Inc.eXegenics Inc • April 2nd, 2007 • Pharmaceutical preparations
This first amendment (this “First Amendment”) is made by and between Acuity Pharmaceuticals Inc., a corporation organized under the laws of the State of Delaware and with offices located at the Port of Technology, 3701 Market Street, Philadelphia, PA 19104 (“Company”), and the Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia PA 19104 (“Penn”). This Amendment is effective on 1 August 2003.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Delaware
License and Collaboration Agreement (this “Agreement”) made as of June 2, 2005, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Intradigm Corporation with its principal offices at 12115 Parklawn Drive, Suite K, Rockville, MD 20852 (“Intradigm”), (Acuity and Intradigm are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Illinois
License Agreement (“Agreement”), effective as of August 3, 2006 between THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS, (the “University”), and ACUITY PHARMACEUTICALS, INC., a Delaware corporation, having its principle place of business at 3701 Market Street, Philadelphia, PA, 19104 (“Licensee” or “Acuity”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 25, 2004 (the “Effective Date”), by and between Acuity Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Dale R. Pfost (“Executive”).
FORM OF LOCKUP AGREEMENTForm of Lockup Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations
The undersigned, a holder of shares of __________________ (“Company”), desires that the Company merge with and into a wholly-owned subsidiary of eXegenics, Inc. (“Parent”) (the “Merger”). For good and valuable consideration, the undersigned is entering into this agreement (this “Lock-Up Letter Agreement”) and hereby irrevocably agrees that following the closing of the Merger, and until the second anniversary of closing of the Merger (the “Lock-Up Period End Date”), the undersigned will not, directly or indirectly:
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations
Amendment No. 1 to License (this “Amendment”) made as of August 2, 2006, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”).
First Amendment to the License Agreement between the The Trustees of the University of Pennsylvania and Acuity Pharmaceuticals, Inc.eXegenics Inc • April 2nd, 2007 • Pharmaceutical preparations
This first amendment (this “First Amendment”) is made by and between Acuity Pharmaceuticals Inc. a corporation organized under the laws of the State of Delaware and with offices located at the Port of Technology, 3701 Market Street Philadelphia, PA 19104 (“Company”), and the Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation, with offices located at 3160 Chestnut Street, Suite 200, Philadelphia PA 19104 (“ Penn”). This Amendment is effective on 1 August 2003.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 27, 2007, by and among The Frost Group, LLC, a Florida limited liability company (“Frost LLC” or the “Junior Creditor”), Horizon Technology Funding Company LLC (the “Senior Creditor”) and Acuity LLC, a Delaware limited liability company formerly known as e-Acquisition Company II-B, LLC (“Acuity””), and eXegenics Inc., a Delaware corporation (“eXegenics” and with Acuity, the “Borrowers”).
AMENDMENT NO. 2 TO LICENSE AGREEMENTLicense Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations
Amendment No. 2 to License (this “Amendment”) made as of March 8, 2007, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”).
