0001193125-09-235865 Sample Contracts

Contract
Anesiva, Inc. • November 16th, 2009 • Pharmaceutical preparations • California

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE, PLEDGE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

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TERMINATION AGREEMENT
Termination Agreement • November 16th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California

THIS AGREEMENT for the termination (“Termination Agreement”) of certain agreements by and between Anesiva, Inc., a Delaware corporation, having a principal place of business at 400 Oyster Point Boulevard, Suite 502, South San Francisco, California 94080 (“Anesiva”), and Medical Futures, Inc., an Ontario corporation, having a principal place of business at 16 Sims Crescent, Richmond Hill, ON L4B 2P1, Canada (“MFI”) dated November 17, 2007 is made and entered into as of the 20th day of October, 2009 (the “Effective Date”). Anesiva and MFI may be referred to individually herein as a “Party” and collectively as the “Parties.”

TERMINATION AGREEMENT
Termination Agreement • November 16th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California

THIS AGREEMENT for the termination (“Termination Agreement”) of certain agreements by and between Anesiva, Inc., a Delaware corporation, having a principal place of business at 400 Oyster Point Boulevard, Suite 502, South San Francisco, California 94080 (“Anesiva”), and Green Vision Company with a principal place of business at Al Azizya, Doha, Qatar (“GVC”) dated April 16, 2008 is made and entered into as of the 10th day of November, 2009 (the “Effective Date”). Anesiva and GVC may be referred to individually herein as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO SECURED NOTE PURCHASE AGREEMENT
Secured Note Purchase Agreement • November 16th, 2009 • Anesiva, Inc. • Pharmaceutical preparations • California

This FIRST AMENDMENT TO SECURED NOTE PURCHASE AGREEMENT, dated as of September 17, 2009 (this “Amendment”), is entered into among the undersigned in connection with the SECURED NOTE PURCHASE AGREEMENT, dated as of May 18, 2009 (the “Secured Note Purchase Agreement”), by and among Anesiva, Inc., a Delaware corporation (the “Company”) and Arcion Therapeutics, Inc. (“Investor”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Secured Note Purchase Agreement.

William Houghton Dear Bill:
Anesiva, Inc. • November 16th, 2009 • Pharmaceutical preparations

As discussed, your employment position is being eliminated and your employment will terminate as a result. This letter sets forth the substance of the separation agreement (the “Agreement”) that Anesiva Inc. (the “Company”) is offering to you to aid in your employment transition.

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