CLEVELAND BIOLABS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 1st day of August, 2004, is entered into by Cleveland Biolabs, Inc., a Delaware corporation with its principal place of business at 10265 Carnegie Ave., Cleveland, OH 44106 (and together with its subsidiaries, affiliates, successors or assigns the “Company”), and Dr. Yakov Kogan, (the “Executive”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of July 5, 2003, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Andrei Gudkov (“Executive”).
ContractSecurities Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO CONSULTING AGREEMENT (“Amendment”) is made as of January 23, 2006, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Dr. Andrei Gudkov (the “Consultant”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Consulting Agreement.
LIBRARY AGREEMENTLibrary Access Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
THIS LIBRARY ACCESS AGREEMENT (“Agreement”) is made effective as of April 27, 2004 (“Effective Date”) by and between ChemBridge Corporation, an Illinois corporation (“ChemBridge”), and Cleveland BioLabs, Inc., a Delaware corporation.
STOCK PURCHASE AGREEMENT DATED AS OF MARCH 15, 2005 BETWEEN CLEVELAND BIOLABS, INC. AND THE PURCHASERS PARTY HERETOStock Purchase Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 15, 2005 between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and those purchasers signatory hereto (collectively, the “Purchasers” and each individually, a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
RESTRICTED STOCK AND INVESTOR RIGHTS AGREEMENTRestricted Stock and Investor Rights Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
THIS RESTRICTED STOCK AND INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of April 27, 2004, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and ChemBridge Corporation (“ChemBridge”).
COMMON STOCKHOLDERS AGREEMENTCommon Stockholders Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
This COMMON STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2004, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”) and each Person (as defined below) who holds Common Stock (as defined below) and any other Person who becomes a stockholder of the Company, from time to time, and executes an Instrument of Accession in the form of Exhibit B (collectively referred to herein as “Stockholders” and each individually as a “Stockholder”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Ohio
THIS EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is made effective the first day of July, 2004 (“Effective Date”) by and between The Cleveland Clinic Foundation, a non-profit Ohio corporation (“CCF”), and Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Ohio (“CBL”).
AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (“Amendment”) is made as of January 23, 2006, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Andrei Gudkov (the “Executive”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Restricted Stock Agreement.
AUSTRALIAN RESEARCH COUNCIL LINKAGE GRANT COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New South Wales
THE UNIVERSITY OF NEW SOUTH WALES, a body corporate established pursuant to the University of New South Wales Act 1989 (NSW) of SYDNEY NSW 2052 (UNSW)
AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (“Amendment”) is made as of January 23, 2006, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Yakov Kogan (the “Executive”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Restricted Stock Agreement.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO RIGHTS AGREEMENT (“Amendment”) is made as of February 17, 2006, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), the Common Stockholders and the Purchasers of the Series A Preferred Shares. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Rights Agreement.
CONSULTING AGREEMENTConsulting Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Ohio
THIS CONSULTING AGREEMENT (the “Agreement”), effective as of August 1, 2004. is entered into by Cleveland BioLabs, Inc., a Delaware corporation with its principal place of business at 10265 Carnegie Ave., Cleveland, OH 44106, U.S.A. (the “Company”), and Dr. Andrei Gudkov, with an address at 7800 Blackberry Lane, Gates Mills, OH 44040 (the “Consultant”).
CLEVELAND BIOLABS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 1st day of June, 2005, is entered into by Cleveland Biolabs, Inc., a Delaware corporation with its principal place of business at 11000 Cedar Ave., Suite 29, Cleveland, OH 44106 (and together with its subsidiaries, affiliates, successors or assigns the “Company”), and Dr. Farrel Fort, (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made as of September 30, 2005, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Dr. Farrel L. Fort (the “Executive”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement.
AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (“Amendment”) is made as of January 23, 2006, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Michael Fonstein (the “Executive”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Restricted Stock Agreement.
AMENDMENT TO COMMON STOCKHOLDERS AGREEMENTCommon Stockholders Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT TO COMMON STOCKHOLDERS AGREEMENT (“Amendment”) is made as of January 26, 2006, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and the Stockholders party thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Common Stockholders Agreement.
SERIES A RIGHTS AGREEMENTSeries a Rights Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Series A Rights Agreement (this “Agreement”) is made as of March 15, 2005, by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Corporation”), each Person who holds Common Stock (as defined below) as of the date hereof (each such person to be listed on the Common Stockholders Schedule attached hereto and to execute a counterpart of this Agreement) (collectively, the “Common Stockholders” and each individually a “Common Stockholder”), and the purchasers identified on the Schedule of Purchasers (as may be amended from time to time up until the Final Closing (as defined below)) (each such person to execute a counterpart to this Agreement) (collectively the “Purchasers” and each individually a “Purchaser”).
