AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of February 3, 2014 but only effective for all purposes as of the Effective Date (as defined below) by and between Dipexium Pharmaceuticals, LLC, a limited liability organized under the laws of the State of Delaware (to be converted into a Delaware corporation and thereafter known as Dipexium Pharmaceuticals, Inc., the “Company”), and David P. Luci (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 23, 2010, is made by and among Dipexium Pharmaceuticals, LLC, a limited liability company organized under the laws of Delaware (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • New York
This Agreement is being entered into pursuant to the Securities Purchase Agreement, dated as of July 23, 2010, by and among the Company and the Purchasers (the “Initial Purchase Agreement”).
EXHIBIT A INVESTOR RIGHTS AGREEMENT JOINGERInvestor Rights Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations
By execution of this Investor Rights Agreement Joinder, the undersigned agrees to become a party to that certain Investor Rights Agreement, dated as of , 201 , as may be amended, among Dipexium Pharmaceuticals, LLC, a limited liability company under the laws of the State of Delaware and the parties named therein. The undersigned shall have all the rights, and shall observe all the obligations, applicable to a Purchaser under such Agreement.
MASTER AGREEMENT FOR SERVICESMaster Agreement for Services • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Pennsylvania
THIS MASTER AGREEMENT (the “Master Agreement”) is made and entered into the 25th day of October, 2013 (the “Effective Date”), by and between Dipexium Pharmaceuticals, LLC (“Client”), together with its subsidiaries and affiliates, having its offices located at , and ReSearch Pharmaceutical Services, Inc. (“RPS”), together with its subsidiaries and affiliates, having its primary office at .
DIRECTORS’ INDEMNIFICATION AGREEMENTDirectors’ Indemnification Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (THE “Indemnification Agreement”) is made as of the and is by and between Dipexium Pharmaceuticals, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), and (the “Indemnitee”).
LABORATORY SERVICES AGREEMENTLaboratory Services Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Wisconsin
The terms stated herein are agreed to be those which will apply to studies performed by Dipexium Pharmaceuticals (“Sponsor”) by Covance Laboratories Inc. and Covance Bioanalytical Services LLC (collectively referred to as “Covance”):
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations
THIS SECOND AMENDMENT (“Amendment”) is entered into, effective as of October 1, 1996, on this 24th day of September, 1996 by and between MULTIPLE PEPTIDE SYSTEMS, INC., a California corporation (“MPS”), and MAGAININ PHARMACEUTICALS INC., a Delaware corporation formerly known as Magainin Sciences Inc. (“Magainin”).
RESEARCH & DEVELOPMENT SERVICES AGREEMENT DPT LABORATORIES, LTD AND DIPEXIUM PHARMACEUTICALS, LLCResearch & Development Services Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This Research & Development Services Agreement (the “Agreement”) is made as of this 8th. day of December, 2011 by and between Dipexium Pharmaceuticals, LLC a corporation organized under the laws of the State Of Delaware, with its principal place of business at (hereinafter referred to as “COMPANY”) and DPT Laboratories, Ltd., a Texas Limited Partnership, with its principal place of business at , including its affiliate DPT Lakewood, LLC. (hereinafter referred to as “DPT”).
MASTER SERVICES AGREEMENTMaster Services Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This Master Services Agreement (hereinafter the “Agreement”) is made and entered into this 3rd day of September, 2013 (the “Effective Date”) by and between Dipexium Pharmaceuticals, an emerging biotechnology organization, having its principal place of business at , and its affiliates (hereinafter collectively “Dipexium”), and PolyPeptide Laboratories San Diego, having its principal place of business at (together with its affiliates hereinafter referred to as “PPL-SD”). When signed by both Parties, this Agreement will set forth the terms and conditions under which PPL-SD agrees to provide certain services to DIPEXIUM as set forth herein. DIPEXIUM and PPL-SD are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations
This SECOND AMENDMENT (“Amendment’’) is entered into, effective as of October 1, 1996, on this 24th day of September, 1996 by and between TIIE SCRIPPS RESEARCH INSTITUTE, a successor to Scripps Clinic and Research Foundation (“Scripps’’), and MULTIPLE PEPTIDE SYSTEMS, INC. (“MPS”).
ASSET PURCHASE AGREEMENT between DIPEXIUM PHARMACEUTICALS, LLC and THE GENAERA LIQUIDATING TRUST, ARGYCE, LLC, as Trustee Dated April 8, 2010Asset Purchase Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
ASSET PURCHASE AGREEMENT (the “Agreement”) dated April 8, 2010 (the “Effective Date”), between Dipexium Pharmaceuticals, LLC, a limited liability company organized and existing under the laws of Delaware having a principal place of business at 22 Camelot Court, White Plains, NY 10603 (the “Purchaser”) and The Genaera Liquidating Trust, a grantor trust organized and existing under the laws of Delaware and having its principal place of business located at 610 Second Street Pike, Southampton, PA 18966 (the “Seller” or the “Trust” and, together with the Purchaser, the “Parties”).
LICENSE AGREEMENT REGARDING MAGAININ PEPTIDELicense Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • California
This License Agreement is entered into as of 20 October, 1988, by and between SCRIPPS CLINIC AND RESEARCH FOUNDATION, a California nonprofit corporation (“SCRIPPS”), and MULTIPLE PEPTIDE SYSTEMS, a California corporation, whose principal offices are at 10955 John Jay Hopkins Drive, La Jolla, California, 92121, (“MPS”) with respect to the facts set forth below.
PRODUCT DEVELOPMENT AGREEMENTProduct Development Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This Product Development Agreement (this “Agreement”) is effective January 1, 2014 (the “Effective Date”) and is between RRD International, LLC, a Delaware limited liability company with offices at (hereinafter “RRD”) and Dipexium Pharmaceuticals, LLC, a Delaware limited liability company with offices at (hereinafter “Dipexium”). Each of RRD and Dipexium is a “Party” and together they are the “Parties.” When signed by both Parties, this Agreement will set forth the terms and conditions under which RRD agrees to provide certain product development services to Dipexium as set forth herein.
Quality Agreement Dated as of September 3rd, 2013 (the “EFFECTIVE Date”) By and Between PolyPeptide Laboratories San Diego (“PPL-SD”) And Dipexium Pharmaceuticals (‘‘Dipexium’’)Quality Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations
This Quality Agreement between PPL-SD and Dipexium relates to the compliance with regulatory requirements in the MANUFACTURE (as hereinafter defined) by PPL-SD of Dipexium’s peptides (“SUBSTANCE”, as hereinafter defined). PPL-SD and Dipexium each may be referred to herein individually as a “Party”, or collectively as the “Parties”.
ALMAC MASTER AGREEMENT FOR THE PROVISION OF PHARMACEUTICAL SUPPORT SERVICESMaster Agreement for the Provision of Pharmaceutical Support Services • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Pennsylvania
THIS AGREEMENT is made on the 9th day of October, 2013 between ALMAC GROUP LIMITED, a company incorporated in Northern Ireland under number NI 41551 whose registered address is (“Almac”) and DIPEXIUM PHARMACEUTICALS LLC, a Delaware corporation whose principal place of business is at (“Client”).
Confidential Treatment Requested by Dipexium Pharmaceuticals, LLC IRS Employer Identification No. 27-1707962 Confidential treatment requested with respect to certain portions hereof denoted with “***” MASTER SERVICES AGREEMENTMaster Services Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This Master Services Agreement (“Agreement”) is effective the 23rd day of August, 2010 (the “Effective Date”) by and between RRD International LLC, a Delaware limited liability company with offices at (hereinafter “RRD”), and Dipexium Pharmaceuticals, LLC, a limited liability company with a business address at (hereinafter “Dipexium” or “RRD Partner”). When signed by both parties, this Agreement will set forth the terms and conditions under which RRD agrees to provide certain services to RRD Partner as set forth herein.
AGREEMENTSub-License Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • California
This Agreement is entered into as of November 4, 1988 by and between Multiple Peptide Systems, a California Corporation, having a place of business at 10955 John Jay Hopkins Drive, La Jolla, CA 92121 (MPS) and Magainin Sciences Inc., a Delaware corporation having a place of business at 550 Pinetown Road, Fort Washington, Pa. 19034. (Magainin)
Bill of Sale and Assignment AgreementBill of Sale and Assignment Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This BILL OF SALE AND ASSIGNMENT AGREEMENT (the “Bill of Sale”) is made as of the 21st day of March 2011, by and between Genaera Liquidating Trust, a grantor trust organized and existing under the laws of Delaware and having a place of business located at (“Seller”) and Dipexium Pharmaceuticals, LLC, a limited liability company organized under the laws of the State of Delaware with offices located at (“Buyer” and together with Seller, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement, dated April 8, 2010, by and between Seller and Buyer (the “Asset Purchase Agreement”).
