STOCKHOLDER REPRESENTATION LETTERStockholder Representation Letter • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations
WHEREAS, reference is made to that certain Agreement and Plan of Reorganization (the “Agreement”) to be entered into by and among Forbes Medi-Tech, Inc., a Canadian corporation (“Parent”), Forbes Medi-Tech (Research) Inc., a Delaware corporation (“Merger Sub”), Therapei Pharmaceuticals, Inc., a Delaware corporation (“Therapei”), and John J. Nestor, Jr., as an individual stockholder of Therapei and as Stockholder Representative (the “Stockholder Representative”);
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made as of October 25, 2006, by and among Forbes Medi-Tech Inc., (“Forbes”) and John Nestor ( “Promisor”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
The Employee has experience in the area of broad business and scientific management with an emphasis on drug discovery;
DEVELOPMENT AGREEMENTDevelopment Agreement • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • California
THIS DEVELOPMENT AGREEMENT (this “Agreement”), dated as of October 25, 2006 (the “Effective Date”), is entered into by and among FORBES MEDI-TECH (RESEARCH) INC., a Delaware corporation (“Forbes”), THERAPEI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and John J. Nestor, Jr., referred to as “Stockholder Representative” for the purposes of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FORBES MEDI-TECH, INC. FORBES MEDI-TECH (RESEARCH) INC. THERAPEI PHARMACEUTICALS, INC. AND WITH RESPECT TO ARTICLES III, V AND VI ONLY JOHN J. NESTOR, JR. AS STOCKHOLDER REPRESENTATIVE DATED AS OF...Agreement and Plan of Reorganization by And • October 30th, 2006 • Forbes Medi Tech Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 24, 2006 by and among FORBES MEDI-TECH, INC., a Canadian corporation (“Parent”), FORBES MEDI-TECH (RESEARCH) INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), THERAPEI PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and with respect to Articles III, V and VI hereof, JOHN J. NESTOR, JR. on behalf of himself and as Stockholder Representative (“Nestor”).
EXHIBIT “D” To the Agreement and Plan of Reorganization By and Among FORBES MEDITECH, INC., FORBES MEDI-TECH (RESEARCH) INC. THERAPEI PHARMACEUTICALS, INC. AND JOHN J. NESTOR, JR. DATED AS OF OCTOBER 24, 2006 INTENTIONALLY OMITTEDForbes Medi Tech Inc • October 30th, 2006 • Pharmaceutical preparations
EXHIBIT “C” To the Agreement and Plan of Reorganization By and Among FORBES MEDITECH, INC., FORBES MEDI-TECH (RESEARCH) INC. THERAPEI PHARMACEUTICALS, INC. AND JOHN J. NESTOR, JR. DATED AS OF OCTOBER 24, 2006 INTENTIONALLY OMITTED CONFIDENTIALForbes Medi Tech Inc • October 30th, 2006 • Pharmaceutical preparations
