0001104659-06-083623 Sample Contracts

PATENT SUBLICENSE AGREEMENT
Patent Sublicense Agreement • December 22nd, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado

This PATENT SUBLICENSE AGREEMENT (this “Agreement”) is entered into this 15th day of August, 2006 (the “Effective Date”), by and between Ceragenix Corporation (“Ceragenix”), a Colorado corporation, and Osmotics Corporation (“Osmotics”), a Colorado corporation (each a “Party,” and collectively, the “Parties”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into this 15th day of August, 2006 (the “Effective Date”), by and between Ceragenix Pharmaceuticals, Inc. (“Ceragenix” or the “Company”), a Delaware corporation, and Osmotics Corporation (“Osmotics”), a Colorado corporation (each a “Party,” and collectively, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as May 1, 2006 between Ceragenix Pharmaceuticals, Inc. a Delaware corporation with its principal offices at 1444 Wazee Street, Denver, Colorado (the “Company”) and Peter M. Elias, M.D. of San Francisco, California(“Executive”).

LIMITED STANDSTILL AGREEMENT
Limited Standstill Agreement • December 22nd, 2006 • Ceragenix Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This AGREEMENT (the “Agreement”) is made as of the 5th day of December, 2006, by Osmotics Corporation, a Colorado corporation (“Holder” or “Osmotics”), in connection with Holder’s ownership of shares of Ceragenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Defined terms not otherwise defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).

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