ContractForm of Securities Purchase Agreement • October 15th, 2007 • Alfacell Corp • Biological products, (no disgnostic substances) • New York
FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2007, between Alfacell Corporation, a Delaware corporation (the “Company”), and Unilab LP, a limited partnership organized under the laws of Maryland (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company shares of common stock of the Company, as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, f
ContractDistribution and Marketing Agreement • October 15th, 2007 • Alfacell Corp • Biological products, (no disgnostic substances)
DISTRIBUTION AND MARKETING AGREEMENT This Distribution and Marketing Agreement (the “Agreement”) is effective as of July 25, 2007 (“Effective Date”) and is by and between Alfacell Corporation, a Delaware corporation with principal offices at 300 Atrium Drive, Somerset, New Jersey 08873 (“Alfacell”) and USP Pharma Spolka Z.O.O., a corporation formed under the laws of Poland with principal offices at c/o US Pharmacia International, Inc., 966 Hungerford Drive, Suite 3B, Rockville, Maryland 20850 (“Distributor”). Alfacell and Distributor are referred to herein each as a “Party” and collectively as the “Parties”). WITNESSETH : WHEREAS, Alfacell is developing ONCONASE® for oncological uses and WHEREAS, Alfacell desires to appoint Distributor as the exclusive distributor in the Territory of Product for use in the Field and Distributor desires to accept such appointment, all on and subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, subject to the terms and conditions of
