Underwriting AgreementUnderwriting Agreement • October 12th, 2007 • Akela Pharma Inc. • New York
Lazard Capital Markets LLC Oppenheimer & Co. Broadpoint Capital, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Lazard Capital Markets LLC 30 Rockefeller Plaza New York, NY 10020
EXCLUSIVE LICENCE, DEVELOPMENT AND SUPPLY AGREEMENTExclusive License, Development and Supply Agreement • October 12th, 2007 • Akela Pharma Inc.
JANSSEN PHARMACEUTICA NV, a company organized and existing under the laws of Belgium and having its registered office at Turnhoutseweg 30, 2340 Beerse, Belgium, (hereinafter referred to as "JANSSEN")
SUBSCRIPTION AGREEMENTSubscription Agreement • October 12th, 2007 • Akela Pharma Inc. • Ontario
This subscription agreement is to confirm your agreement to purchase from LAB International Inc. (the "Corporation"), subject to the terms and conditions set forth herein, that number of Common Shares (as hereinafter defined) at the price of $0.88 per share (the "Purchase Price") set out above your name on the execution page hereof (the "Purchased Securities").
AKELA PHARMA INC. LOCK-UP AGREEMENTLock-Up Agreement • October 12th, 2007 • Akela Pharma Inc. • New York
This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") to be entered into by Akela Pharma Inc., a corporation organized under the laws of Canada (the "Company"), and Lazard Capital Markets LLC ("Lazard") and the other underwriters named in Schedule I to the Underwriting Agreement, with respect to the public offering (the "Offering") of common shares, without par value, of the Company (the "Stock").
PURCHASE AND SALE AGREEMENT BY AND BETWEEN DANIEL J. BATES JOHN J. KOLENG JR. FENG ZHANG MICHAEL M. CROWLEY JAMES W. MCGINITY AND ROBERT O. WILLIAMS, III AS SELLERS, AND LAB INTERNATIONAL INC. AS PURCHASER January 10, 2007Purchase and Sale Agreement • October 12th, 2007 • Akela Pharma Inc. • Texas
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the 10th day of January, 2007, by and between Daniel J. Bates ("Bates"), John J. Koleng Jr. ("Koleng"), Feng Zhang ("Zhang"), Michael M. Crowley ("Crowley"), James W. McGinity ("McGinity"), and Robert O. Williams, III ("Williams") (collectively referred to as "Sellers" and each individually as a "Seller") on the one hand, and LAB International Inc., a federal Canadian business corporation having its principal place of business at 333 Cote Vestu, Montreal, Canada H4R 2N1 (the "Purchaser"), on the other hand. (Sellers, on the one hand, and Purchaser, on the other hand, are individually referred to herein as a "Party" and, collectively, as the "Parties".)
REGISTRATION RIGHTS AGREEMENT December 12, 2005Registration Rights Agreement • October 12th, 2007 • Akela Pharma Inc. • Ontario
This agreement is made pursuant to the subscription agreements, dated as of the date hereof between LAB International Inc. (the "Corporation") and the Subscribers named therein (the "Subscription Agreements"). Capitalized terms which are not defined in this agreement shall have the meaning ascribed to them in the Subscription Agreements.
