THIS AGREEMENT made effective as of made as at the 1st day of February, 2005. E-118Employee Confidentiality Agreement • August 12th, 2005 • Virexx Medical Corp
WHEREAS the Employee is presently employed, or is about to be employed pursuant to an Employment Agreement (“Employment Agreement”) dated concurrently herewith, by ViRexx in a position of confidence and trust and under conditions where he has or may have access to technical, confidential and secret information regarding existing or contemplated business of ViRexx;
THIS AGREEMENT made as at the 15th day of May, 2003. E-53Employment Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
WITNESSETH THEREFORE THAT in consideration of the mutual covenants and agreements contained in this Agreement, the Employer and the Employee covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2005 • Virexx Medical Corp • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARRANGEMENT AGREEMENT among NOVA BANCORP INVESTMENTS LTD. and ALTAREX CORP. and ALTAREX MEDICAL CORP.Arrangement Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
ARRANGEMENT AGREEMENT between VIREXX MEDICAL CORP. and ALTAREX MEDICAL CORP. Dated as of October 15, 2004Arrangement Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
VIREXX MEDICAL CORP., a body corporate existing under the laws of the Province of Alberta with its head office in the City of Edmonton, in the Province of Alberta
AGENCY AGREEMENT (PUBLIC OFFERING)Agency Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
The undersigned, Canaccord Capital Corporation (the “Agent”), understands that ViRexx Medical Corp. (the “Corporation”) proposes, subject to the terms hereof, to offer for sale to the public ten million (10,000,000) units (the “Offered Units”), for a total consideration of eight million dollars ($8,000,000) at a price of eighty cents ($0.80) per Unit, in the Provinces of Alberta, British Columbia and Ontario (the “Offering”). Each Unit is comprised of one Common Share and one half of one Series B common share purchase warrant (the “Series B Warrants”). Each Series B Warrant entitles its holder to purchase one common share for a price of one dollar ($1.00) at any time for a period of eighteen (18) months from the First Time of Delivery
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2005 • Virexx Medical Corp
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the respective covenants and agreements contained herein, the parties hereto covenant and agree as follows:
SUBSCRIPTION AND DEBENTURE PURCHASE AGREEMENTSubscription and Debenture Purchase Agreement • August 12th, 2005 • Virexx Medical Corp • Ontario
for a total purchase price of $2,450,000 (the “Purchase Price”). The Common Shares represent 11.8% of the pro forma outstanding common shares of the Company on April 17, 2002, after giving effect to the purchase of the Common Shares; and
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 12th, 2005 • Virexx Medical Corp • Maryland
This Exclusive License Agreement (“Agreement”) is made and entered into this 17th day of April 2002, by and between AltaRex Corp., a corporation organized and existing under Business Corporations Act (Alberta), Canada, with executive offices located at 610 Lincoln Street, Waltham, Massachusetts 02451 (“AltaRex”) and Unither Pharmaceuticals, Inc., a wholly-owned subsidiary of United Therapeutics Corporation, a corporation organized and existing under the laws of the State of Delaware, located at 1110 Spring Street, Silver Spring, Maryland 20910, U.S.A. (hereinafter referred to as “UP”). AltaRex and UP may be referred to in this Agreement each individually as a “party” and jointly as the “parties”:
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
WHEREAS ViRexx carries on the business of a biopharmaceutical company focused on developing and commercializing therapeutic products for the treatment of chronic hepatitis B, hepatitis C and selected solid tumors (hereinafter called the “Business”);
ASSET PURCHASE AGREEMENT BETWEEN ALTAREX CORP. AND ALTAREX MEDICAL CORP.Asset Purchase Agreement • August 12th, 2005 • Virexx Medical Corp
WITNESSETH that in consideration of the foregoing premises and the mutual promises and covenants herein contained and the payment of the sum of One ($1.00) Dollar now exchanged by and between each of the parties hereto and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto covenant and agree, each with the other, as follows:
SECURITY AGREEMENTSecurity Agreement • August 12th, 2005 • Virexx Medical Corp • Alberta
THIS SECURITY AGREEMENT is made as of April 17, 2002 by and between ALTAREX CORP., an Alberta corporation (“Debtor”), and UNITED THERAPEUTICS CORPORATION, a Delaware corporation (“Secured Party”).
