AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • Texas
This Amended and Restated Employment Agreement (the “Agreement”) by and between Power 3 Medical Products, Inc., a New York corporation (the “Company”), and Steven B. Rash (the “Officer”) is executed this 29th day of December, 2004 but shall be effective for all purposes as of May 18, 2004 (the “Effective Date”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York
This Asset Purchase Agreement (this “Agreement”) is made as of May 11, 2004 by and among Power3 Medical Products, Inc., a New York corporation (“Buyer”), Advanced Bio/Chem, Inc. d/b/a ProteEx, a Nevada corporation (the “Company”) and Steven B. Rash and Ira Goldknopf (collectively, the “Shareholders”). Capitalized terms that are not defined elsewhere in this Agreement are defined in Section 12. The Disclosure Letter, together with any supplements to the Disclosure Letter, is hereby incorporated in this Agreement, and made a part hereof, by this reference.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock ofSecurity Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Power 3 Medical Products, Inc., a New York corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COLLABORATION AGREEMENTCollaboration Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • Texas
THIS COLLABORATION AGREEMENT (this “Agreement”) dated as of May 17, 2005 (the “Effective Date”), is entered into between BIOSITE INCORPORATED, a Delaware corporation (“Biosite”), having a place of business at 11030 Roselle Street, San Diego, California 92121, and POWER3 MEDICAL PRODUCTS, INC, a New York corporation (“Power3”), having a place of business at 3400 Research Forest Drive, Suite B2-3, The Woodlands, Texas 77381.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 28, 2004, among Power 3 Medical Products, Inc., a New York corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 2004, among Power 3 Medical Products, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ”Purchaser” and collectively the “Purchasers”).
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • Texas
This twenty-two (22) page AGREEMENT (“AGREEMENT”) is made on this 1st day of August, 2004, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITYOF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a component institution of SYSTEM, and Power3 Medical Products, Inc., a corporation organized under the laws of Nevada and having a principal place of business at 3400 Research Forest Drive, The Woodlands, Texas 77381 (“LICENSEE”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of January 19, 2005, among Power 3 Medical Products, Inc., a New York corporation (the “Company”) and each purchaser identified on the signature pages attached hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Collaborative Research AgreementCollaborative Research Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • Texas
New Horizons Diagnostic (“New Horizons”), a Maryland corporation with an address at 9110 Red Branch Road, Columbia, Maryland 21045, and Power3 Medical Products, Inc. (“Power3”), with an address of 3400 Research Forest Drive, The Woodlands, TX 77381, enter into this Collaborative Research Agreement (“Agreement”) for the development and evaluation of a diagnostic tool for Neurodegenerative Disease. This Agreement is effective as of March 21, 2005 (“Effective Date”).
To Purchase $ principal amount of Convertible Debentures ofSecurities Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York
THIS ADDITIONAL INVESTMENT RIGHT (the “AIR”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of (a) 9 month anniversary of the Effective Date and (b) the 18 month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Power 3 Medical Products, Inc., a New York corporation (the “Company”), up to $ principal amount of convertible debentures (the “AIR Debenture”). The AIR Debenture shall be in the form of the Debentures issued pursuant to the Purchase Agreement, mutatis mutandis, except that the conversion price thereof shall be equal to $ (1), subject to adjustment thereunder and hereunder (“AIR Conversion Price”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research
This Exclusive License Agreement (hereinafter called “Agreement”), to be effective as of the 28th day of June, 2004 (hereinafter called “Agreement Date”), is by and between Baylor College of Medicine (hereinafter called “BAYLOR”), a Texas nonprofit corporation having its principal place of business at One Baylor Plaza, Houston, Texas 77030, and Power3 Medical Products, Inc., a corporation organized under the laws of New York and having a principal place of business at 3400 Research Forest Drive, Suite B2-3, The Woodlands, Texas 77381, and its Affiliates (hereinafter, collectively referred to as “LICENSEE”).
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • September 9th, 2005 • Power 3 Medical Products Inc • Services-commercial physical & biological research • Texas
This twenty-three (23) page AGREEMENT (“AGREEMENT”) is made on this 1st day of September, 2003, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a component institution of SYSTEM, and Advanced Biochem, Inc. (dba ProteEx), a corporation organized under the laws of Nevada and having a principal place of business at 4800 Research Forest Drive, The Woodlands, Texas 77381. (“LICENSEE”).
