ASSET CONTRIBUTION AGREEMENT BY AND AMONG MULTICELL TECHNOLOGIES, INC. ASTRAL THERAPEUTICS, INC., ALLIANCE PHARMACEUTICAL CORP., AND ASTRAL, INC. Dated as of September 7, 2005Asset Contribution Agreement • September 8th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California
This ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp., a New York corporation ("Alliance"), and Astral, Inc. a Delaware corporation and wholly owned subsidiary of Alliance ("Astral," and together with Alliance, the "Transferors"). MultiCell, Transferee, and Transferors are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Purchase Common Stock • September 8th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California
This Warrant to Purchase Common Stock (the "Warrant") is issued to Mixture Science, Inc. (the "Holder") by MultiCell Technologies, Inc., a Delaware corporation (the "Company"), pursuant to the IP Agreement and Release dated September 7, 2005 by and among the Company, Astral, Inc., and Mixture Science, Inc.
