EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining • California
This Employment Agreement (“Agreement”) is made and entered into effective as of October 20, 2005 (“Effective Date”), by and between Tyler M. Dylan (“Employee”), and Aries Ventures Inc., a Nevada corporation (“Company”) (on behalf of itself and its subsidiary Cardium Therapeutics, Inc., a Delaware corporation). The Company and Employee may be referred to herein collectively as the “Parties.”
Transfer, Consent to Transfer, Amendment and Assumption of License AgreementAssumption of License Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining
This Transfer, Consent to Transfer, Amendment and Assumption of License Agreement (“Transfer & Assumption Agreement”), effective as of August 31, 2005(the “Effective Date”), is entered into by and among Yale University, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut (“Licensor”), Schering Aktiengesellschaft, a German corporation (“Transferor”), and Cardium Therapeutics, Inc., a Delaware Corporation (“Transferee”), each a Party, collectively Parties hereto, in each case including its respective corporate affiliates, successors and assigns.
Transfer, Consent to Transfer, Amendment and Assumption of License AgreementLicense Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining
This Transfer, Consent to Transfer, Amendment and Assumption of License Agreement (“Transfer & Assumption Agreement”), effective as of July 31, 2005 (the “Effective Date”), is entered into by and among the Regents of the University of California, a California corporation (“Licensor”), Collateral Therapeutics, Inc., a Delaware corporation (“Transferor”), and Cardium Therapeutics, Inc., a Delaware Corporation (“Transferee”), each a Party, collectively Parties hereto, in each case including its respective corporate affiliates, successors and assigns.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which National Securities Corporation, a Washington corporation, registered broker-dealer and a member of the National Association of Securities Dealers, Inc. (“NASD”) (together with its dealers, the “Placement Agent”), shall be engaged by Cardium Therapeutics, Inc., a Delaware corporation (“Cardium”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of shares (“Shares”) of Carco’s (as hereinafter defined) common stock (“Common Stock”). The Offering will consist of a minimum of 16,666,666 Shares ($25,000,000 at a purchase price of $1.50 per Share) (the “Minimum Amount”) and a maximum of 33,333,333 Shares ($50,000,000 at a purchase price of $1.50 per Share) (the “Maximum Amount”). Concurrently with the initial closing of the Offering, a publicly-traded company (“Carco”) will acquire by merger the business of Cardium and, with the proceeds of the Offering, continue the exi
National Securities CorporationAries Ventures Inc • October 26th, 2005 • Metal mining
Transfer, Consent to Transfer, Amendment and Assumption of License AgreementAssumption of License Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining
This Transfer, Consent to Transfer, Amendment and Assumption of License Agreement (“Transfer & Assumption Agreement”), effective as of August 31, 2005 (the “Effective Date”), is entered into by and among New York University, a corporation organized and existing under the laws of the State of New York (“Licensor”), Collateral Therapeutics, Inc., a Delaware corporation (“Transferor”), and Cardium Therapeutics, Inc., a Delaware Corporation (“Transferee”), each a Party, collectively Parties hereto.
Transfer, Consent to Transfer, Amendment and Assumption of License AgreementAssumption of License Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining
This Transfer, Consent to Transfer, Amendment and Assumption of License Agreement (“Transfer & Assumption Agreement”), effective as of July 31, 2005 (the “Effective Date”), is entered into by and among the Regents of the University of California, a California corporation (“Licensor”), Collateral Therapeutics, Inc., a Delaware corporation (“Transferor”), and Cardium Therapeutics, Inc., a Delaware Corporation (“Transferee”), each a Party, collectively Parties hereto, in each case including its respective corporate affiliates, successors and assigns.
Second Amendment to the Exclusive License Agreement Between Yale University and Cardium Therapeutics, Inc.Aries Ventures Inc • October 26th, 2005 • Metal mining
This second amendment to the exclusive license agreement (the “License Agreement”) related to an invention entitled “eNOS Mutations Useful for Gene Therapy and Therapeutic Screening” between Yale University (“YALE”) and Cardium Therapeutics, Inc. (“CARDIUM” or “LICENSEE”) is effective immediately following that date (the “Transfer Date”) upon which CARDIUM assumed all rights and obligations as Licensee under the License Agreement pursuant to the terms of that “Transfer, Consent to Transfer, Amendment and Assumption of License Agreement” which was entered into by and among YALE, CARDIUM and Schering Aktiengesellschaft (“Schering AG”) on August 31, 2005. YALE and CARDIUM are each referred to herein as a Party, collectively as the Parties.
TECHNOLOGY TRANSFER AGREEMENT AMONG SCHERING AG, BERLEX, INC., COLLATERAL THERAPEUTICS, INC., AND CARDIUM THERAPEUTICS, INC.Technology Transfer Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining • California
This Technology Transfer Agreement (the “Agreement”) is made and entered into as of the Effective Date (as defined below) by and among Schering Aktiengesellschaft, a German corporation (“Schering AG”); Berlex Inc., a Delaware corporation, a U.S. affiliate of Schering AG (“Berlex”); Collateral Therapeutics, Inc., a Delaware corporation, a U.S affiliate of Schering AG (“Collateral”); and Cardium Therapeutics, Inc., a Delaware corporation (“Cardium”). Schering AG, Berlex and Collateral are also referred to individually and collectively herein as “Schering”. Each of the aforementioned Schering entities as well as Cardium is referred to individually herein as a “Party” and collectively herein as “Parties”. This Agreement shall be effective as of the date by which all of the Parties have executed it (the “Effective Date”); however, the transfer of the rights and corresponding obligations contemplated hereby shall be dependent upon, and shall occur upon the date of, the closing of a Qualified
Amendment to License AgreementAmendment to License Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining
This amendment (“Amendment”) to the License Agreement with respect to certain technology related to FGF-4 dated as of March 24, 1997 (the “License Agreement”), is entered into by and among New York University, a corporation organized and existing under the laws of the State of New York (“NYU”), and Cardium Therapeutics, Inc., a Delaware Corporation (“CORPORATION”), and shall be effective on the date (the “Effective Date”) upon which CORPORATION becomes licensee under the License Agreement (pursuant to a separate Transfer, Consent to Transfer, Amendment and Assumption of License Agreement between NYU, CORPORATION and Collateral Therapeutics, Inc.). NYU and CORPORATION are each a Party, collectively Parties hereto.
Amendment to the Exclusive License Agreement for “Angiogenesis Gene Therapy”Exclusive License Agreement • October 26th, 2005 • Aries Ventures Inc • Metal mining • Delaware
This amendment (“Amendment”) to the Exclusive License Agreement for Angiogenesis Gene Therapy, dated September 29, 1995 (the “License Agreement”) shall be effective as of the Transfer Date (as described below), by and between The Regents of the University of California (the “Regents”), a California corporation, having a principal administrative office at 1111 Franklin Street, Fifth Floor, Oakland, CA 94607-5200, and Cardium Therapeutics, Inc. (“Cardium” or “Licensee”), a Delaware corporation, having a principal place of business at 11622 El Camino Real, Suite 300, San Diego, CA 92130.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among ARIES VENTURES INC.General Release • October 26th, 2005 • Aries Ventures Inc • Metal mining • California
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into as of October 19, 2005, by and among ARIES VENTURES INC., a Nevada corporation (“Parent”), ARIES ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Corp.”), and CARDIUM THERAPEUTICS, INC., a Delaware corporation (the “Company”).
