REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the “Agreement”), dated July 18, 2012 by and between Vaccinogen, Inc., a Maryland Corporation (hereinafter referred to as the “Company”) and Kodiak Capital Group, LLC, a Delaware Limited Liability Company, with its principal office at 260 Newport Center Drive, Suite 100, Newport Beach CA 92660 (hereinafter referred to as the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • New York
THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of July 18, 2012 (“Execution Date”) by and between Vaccinogen, Inc., a Maryland corporation (hereinafter referred to as the “Company”), and Kodiak Capital Group, LLC, a Delaware limited liability company (hereinafter referred to as the “Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the _____ day of ____________________, 2010, by and among Vaccinogen, Inc., a Maryland corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 24th day of June, 2010, by and among Vaccinogen, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as “Investor”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of February 1, 2010 (the “Effective Date”), by and between VACCINOGEN, INC. (the “Company”), and MICHAEL G. HANNA, JR., PH.D. (the “Executive”).
ContractCommon Stock Purchase Warrant • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
VACCINOGEN, INC. AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations
THIS AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT is dated as of the ___ day of April, 2013, by and between Vaccinogen, Inc., a Maryland corporation (the “Company”), and The Abell Foundation, Inc., a Maryland corporation (the “Purchaser”).
VIA FEDERAL EXPRESS/EMAILProduct Supply Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations
RE: Product Supply Agreement between Organon Teknika Corporation (“OTC”) and Intracel Resources LLC (as successor in interest to Intracel Corporation) dated December 1, 2000, as amended by Addendum dated November 26, 2002 (the “Supply Agreement”) and Letter Agreement dated as of November 27, 2002 between OTC, Organon BioSciences International B.V. (“OBS”) (as successor in interest to Akzo Nobel Pharma International B.V.) (OTC and OBS, together Organon), Intracel Corporation and Intracel Acquisition Holding Company LLC (the “Original Letter Agreement")
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Delaware
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) is dated as of June 24, 2010, by and between Vaccinogen, Inc., a Delaware corporation (the “Company”), Intracel Holdings Corporation, a Delaware corporation (“Intracel”), and those persons and entities listed on Exhibit A hereto (other than Intracel) (the “Tranche 12 Lenders"). Intracel and the Tranche 12 Lenders may each be referred to herein as a "Holder" and collectively as the "Holders".
PATENT SECURITY AGREEMENTPatent Security Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this ___ day of ______________, 2013, by and between VACCINOGEN, INC., a Maryland corporation (“Grantor”), and THE ABELL FOUNDATION, INC., a Maryland corporation (the “Foundation”).
INVESTMENT AGREEMENTInvestment Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS INVESTMENT AGREEMENT (hereinafter referred to as the “Agreement”), dated as of January 16, 2013 (“Execution Date”) by and between Vaccinogen, Inc., a Maryland corporation (hereinafter referred to as the “Company”), and The Abell Foundation, Inc., a Maryland nonstock corporation (hereinafter referred to as the “Investor”).
SECURITY AGREEMENTSecurity Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS SECURITY AGREEMENT is made this 26th day of October, 2011, by and between VACCINOGEN, INC., a Maryland corporation whose address is 5300 Westview Drive, Suite 406, Frederick, Maryland 21703 (“Debtor”), and THE ABELL FOUNDATION, INC., a Maryland corporation whose address is 111 South Calvert Street, Suite 2300, Baltimore, Maryland 21202 (“Secured Party”). In consideration of credit extended by Secured Party to Debtor, Debtor and Secured Party agree as follows:
LICENSE AGREEMENTLicense Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is entered into and made effective as of October 10, 2007 (“Effective Date”) by and between Intracel Acquisition Holding Company LLC, a Delaware limited liability company having a place of business at 550 Highland Street, Frederick, MD 20701 (“Intracel”) and Vaccinogen, Inc., a [Delaware] corporation having a place of business at Frederick, MD 21703 (“Vaccinogen”). Vaccinogen and Intracel are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractCommon Stock Purchase Warrant • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SUBSCRIPTION AGREEMENT DATED AS OF ___________, 2013, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT. THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
February 14, 2013 Andrew L. Tussing President & COO Vaccinogen, Inc. Frederick, MD 21703 Dear Andrew:Financial Advisory Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Pennsylvania
In response to our recent discussions, we are pleased to propose a binding Agreement (“Agreement”) between First Liberties Financial, a New York corporation together with its subsidiaries, successors and assigns, hereby referred to as FLF, a broker-dealer registered with the SEC and member of FINRA, with principal offices at 369 Lexington Avenue, Suite 311, New York, NY 10017 and Vaccinogen, Inc., a company with executive offices located at 5300 Westview Drive, Suite 406, Frederick, MD 21703 (together with its affiliates, parent companies, subsidiaries, successors and assigns, hereby referred to as the “Company”), collectively known as Parties, as follows:
April 29, 2009 Mr. Andrew L. Tussing Co-Founder and Chief Operating Officer Vaccinogen, Inc.Capital Introduction Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Maryland
EXTENSION AND SECOND AMENDMENT TO LEASELease Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations
This Extension and Second Amendment to Lease (the “Amendment”) is made this 23 day of October, 2012, by and between Martens Properties L.L.L.P., a Maryland limited liability limited partnership (“Landlord”) and Vaccinogen LLC (“Tenant”).
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT is made effective as of the 24th day of June, 2010, by and among Vaccinogen, Inc., a Delaware corporation (the “Company”); each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”; and the Key Holders (as defined below).
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • New York
This Asset Transfer Agreement is made as of the 24th day of June, 2010 (the “Effective Date”) between Intracel Holdings Corporation, a Delaware corporation (“Intracel,” as further defined in Section 1(b) below), and Vaccinogen, Inc., a Delaware corporation (“Vaccinogen”).
NEW SECURITY AGREEMENTSecurity Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • New York
THIS NEW SECURITY AGREEMENT (together with all exhibits, this “Security Agreement”) is made as of October 31, 2007 by and between Intracel Holdings Corporation, as the grantor (the “Grantor”) and Organon BioSciences International B.V. (as successor in interest to Akzo Nobel Pharma International B.V.) and Organon Teknika Corporation (the “Secured Parties”). All terms capitalized but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement (as defined below).
MASTER SERVICES AGREEMENTMaster Services Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations • Colorado
This Master Services Agreement (this “Agreement”) is entered into as of the 16 day of April, 2012 by and between Vaccinogen, having its registered address at 5300 Westview Drive, Suite 406, Fredrick, MD 21703 (“Vaccinogen”), and Oncology Trials Insights, Inc., having its registered address at 950 S. Cherry St., Suite 1210, Denver, Colorado, U.S.A. (“OTI”). The above parties are hereinafter referred to each as a “Party” and jointly as the “Parties”.
EXTENSION AND THIRD AMENDMENT TO LEASELease Agreement • July 5th, 2013 • Vaccinogen Inc • Pharmaceutical preparations
This Extension and Third Amendment to Lease (the “Amendment”) is made this 30 day of April, 2013, by and between Martens Properties L.L.L.P., a Maryland limited liability limited partnership (“Landlord”) and Vaccinogen LLC (“Tenant”).
