FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2004, by and among DUSKA THERAPEUTICS, INC., a Nevada corporation (the “Company”), and those shareholders of the Company, appearing as signatories hereto (each, a “Shareholder” and collectively, the “Shareholders”).
ContractWarrant Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT IS BEING ISSUED PRIOR TO A PENDING 3-FOR-1 STOCK SPLIT ON DUSKA SCIENTIFIC COMMON STOCK AND IS PART OF A SUBSCRIPTION UNIT PURCHASED ON A POST-SPLIT BASIS.
BRIDGE UNIT PURCHASE WARRANT DUSKA THERAPEUTICS, INC.Warrant Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
(but excluding the compensation of regular employees of the Public Company which shall be paid in any event by the Public Company).
ASSIGNMENT AGREEMENTAssignment Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Assignment Agreement (this “Agreement”) is made as of December 18, 2003, by and between Dr. Amir Pelleg (“Pelleg”) of 24 Dartmouth Lane, Haverford, PA 19041-1020 and Duska Scientific Co., a Delaware corporation (“Duska”) having an office at Two Bala Plaza, Suite 300, Bala Cynwyd. PA 19004.
UNIT PURCHASE WARRANT DUSKA THERAPEUTICS, INC.Unit Purchase Warrant • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
(but excluding the compensation of regular employees of the Public Company which shall be paid in any event by the Public Company).
AMERICAN EXECUTIVE CENTERS LETTERHEAD] LEASE AND SERVICE AGREEMENTLease and Service Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Lease is made on November 27, 2001, between American Executive Centers, Inc. (“AEC”) a Pennsylvania corporation, and Duska Scientific Co., a corporation (corporation/partnership/sole proprietorship) (“Tenant”) in consideration of the performance of the covenants contained herein and intending to be legally bound, the parties hereto agree as follows:
AMENDED AND RESTATED STRATEGIC MASTER SERVICES AGREEMENTStrategic Master Services Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED STRATEGIC MASTER SERVICES AGREEMENT (“Agreement”) is effective as of 10th day of February, 2004, by and between CATO RESEARCH LTD., a North Carolina corporation (“CRL”), and the undersigned client, DUSKA SCIENTIFIC CO., a Pennsylvania corporation (“CLIENT”).
AGREEMENTEmployment Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (“Agreement”) is made and entered into as of this 1st day of September, 2004, by and between Duska Therapeutics, Inc., a Nevada corporation located at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska”), and Amir Pelleg, Ph.D. residing at 24 Dartmouth Lane, Haverford, Pennsylvania 19041 (“Pelleg”).
ContractWarrant Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ABSENT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SAME UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS ALSO SUBJECT TO THE TERMS SET FORTH IN THIS WARRANT.
LICENSE AGREEMENTLicense Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is made as of November 15, 1999, by and between Dr. Francesco DiVirgilio and Dr. Carlo Foresta (the “Inventors”) and Duska Scientific Co., a Delaware corporation (“Duska”), with its principal offices at 24 Dartmouth Lane, Haverford, PA 19041-1020.
LICENSE AND ASSIGNMENT AGREEMENTLicense and Assignment Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This License and Assignment Agreement (this “Agreement”) is made as of November 15, 1999, by and between Dr. Amir Pelleg and Dr. Edward S. Schulman (the “Inventors”) and Duska Scientific Co., a Delaware corporation (“Duska”), with its principal offices at 24 Dartmouth Lane, Haverford, PA 19041-1020.
STOCK OPTION AGREEMENTStock Option Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Nevada
THIS STOCK OPTION is granted and effective as of August 23, 2004 (the “DATE OF GRANT”), by SHIPROCK, INC., a Nevada Corporation (the “OPTIONOR” or “SHIPROCK”), and this STOCK OPTION AGREEMENT (the “AGREEMENT”) is executed, effective as of the DATE OF GRANT, by and between the OPTIONOR and TRIAX CAPITAL MANAGEMENT, INC. (the “OPTIONEE”)
COLLABORATION AGREEMENTCollaboration Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Minnesota
This Agreement is entered into and made effective as of this 22nd day of April, 2003 by and between Medtronic, Inc., a Minnesota corporation, with a principal office at 7000 Central Avenue NE, Minneapolis, Minnesota 55432.3576 (“Medtronic”) and Duska Scientific Co., a Delaware corporation, with its principal place of business at Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004 (“Duska”).
DEVELOPMENT AND ASSIGNMENT AGREEMENTDevelopment and Assignment Agreement • November 19th, 2004 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Development and Assignment Agreement (this “Agreement”) is made as of August 29, 2003, by and between Dr. Francesco DiVirgilio, Dr. Davide Ferrari and Dr. Roberto Baricordi (collectively, the “Inventors”) and Duska Scientific Co., a Delaware, U.S.A. corporation (“Duska”).
