EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Agreement (this “Agreement”), dated as of June 2, 2004 (sometimes the “Effective Date”), by and between BROADWAY THERAPEUTICS, INC., a Delaware corporation with principal executive offices at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (the “Company”), and STEVEN KELLY., residing at 83 Mercer Street, Apt. #3, New York, NY 10012 (the “Executive”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Innovive Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 555 Madison Avenue, 25th Floor, New York, NY 10022 (the “Company”), and the undersigned (the “Subscriber”).
SUBLEASESublease • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Notwithstanding anything in this Sublease to the contrary, Sublandlord agrees to cooperate with Subtenant, at no cost or expense to Sublandlord other than those costs or expenses paid by Subtenant, in (i) obtaining for Subtenant any consent of Master Landlord sought by Subtenant for any action for which the Master Lease requires Master Landlord’s consent and (ii) delivering any notice to Master Landlord as required by any provision of the Master Lease including, without limitation, promptly forwarding any request made by Subtenant to Master Landlord for services, or consent or approval, and upon receipt from Subtenant, providing Master Landlord with all information required (or that Master Landlord may reasonably request) regarding such request. In the event Subtenant shall obtain the consent of Master Landlord with respect to a matter requiring the consent of Master Landlord under the Master Lease, then provided such matter does not impose any additional obligation, duty or liability
Portions of this exhibit marked [*] are omitted and are requested to be treated confidentially. NS-187 LICENSE AGREEMENT BETWEEN NIPPON SHINYAKU CO., LTD. AND INNOVIVE PHARMACEUTICALS, INC.License Agreement • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
a company organized and existing under the laws of Japan, having its principal office and place of business at 14, Nishinosho-Monguchi-cho, Kisshoin, Minami-ku, Kyoto 601-8550, Japan (hereinafter referred to as "SHINYAKU")
ContractConvertible Note • February 9th, 2006 • Innovive Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
