CORONADO BIOSCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of May 16, 2011 (the “Effective Date”) by and between CORONADO BIOSCIENCES, INC. (the “Company”) and Dale Ritter (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
CORONADO BIOSCIENCES, INC. WARRANT TO PURCHASE COMMON STOCKCoronado Biosciences Inc • July 15th, 2011 • New York
THIS CERTIFIES THAT, for value received, [ ] (the “Holder”), is entitled to subscribe for and purchase from CORONADO BIOSCIENCES, INC., a Delaware corporation, with its principal office at 45 Rockefeller Plaza, Suite 2000, New York, NY 10111 (the “Company”), [ ] Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is issued to Holder pursuant to (and conditional upon Holder’s execution and delivery of) [ ].
ContractCoronado Biosciences Inc • July 15th, 2011 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Exclusive Sublicense Agreement • July 15th, 2011 • Coronado Biosciences Inc
This Exclusive Sublicense Agreement (hereinafter referred to as this “Agreement”), effective as of this December 12, 2005 (the “Effective Date”), is entered into by and between Ovamed GbmH & Co KG, a corporation duly incorporated under the laws of Germany and having a principal place of business at Kiebitzhörn 33-35, 22885 Barsbüttel, Germany (“Ovamed”) and Collingwood Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware having a principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (the “Company”).
AMENDMENT AND AGREEMENTAmendment and Agreement • July 15th, 2011 • Coronado Biosciences Inc • Hamburg
THIS AMENDMENT AND AGREEMENT (“Amendment”) is made as of January 7, 2011 (“Amendment Effective Date”) by and among Asphelia Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 787 Seventh Avenue, 48th floor, New York, NY 10019, United States (“Asphelia”), Coronado Biosciences Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 45 Rockefeller Plaza, Suite 2000, New York, NY 10111, United States (“Coronado”), and OvaMed GmbH, a company with limited liability organized and existing under the laws of Germany and having its principal office at Kiebitzhörn 33-35, 22885 Barsbuttel, Germany (“OvaMed”). Asphelia, Coronado and OvaMed are sometimes collectively referred to herein as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Master Contract Services Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
THIS MASTER CONTRACT SERVICES AGREEMENT (the “Master Contract Services Agreement”) is made as of the Effective Date set forth above by and between Coronado Biosciences, Inc , a Delaware company with an office at 1700 Seventh Avenue, Seattle, WA 98101 (“CORONADO”) and Progenitor Cell Therapy, LLC, a Delaware limited liability company, with a principal office at 4 Pearl Court, Suite C, Allendale, NJ 07401 (the “Service Provider”) (the Master Contract Services Agreement, together with any Statement(s) of Work (as defined below), all Appendixes attached hereto, is collectively referred to as the “Agreement”). Terms not otherwise defined will have the meaning set forth for such term in Appendix B attached hereto, made a part hereof and incorporated herein by reference.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between CORONADO BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 1700 Seventh Avenue, Suite 2100, Seattle, Washington 98101 (the “Company”), and (the “Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Coronado Biosciences, Inc., a Delaware corporation having its principal place of business at 1700 Seventh Avenue; Suite 2100; Seattle, Washington 98101 (the “Company”), and the undersigned (the “Subscriber”).
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Patent and Know-How Licence Agreement • July 15th, 2011 • Coronado Biosciences Inc
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...And Supply Agreement • July 15th, 2011 • Coronado Biosciences Inc
This Manufacturing and Supply Agreement (the “Agreement”) is entered into this day of December, 2005 (the “Effective Date”), by and between Collingwood Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (“Collingwood”), and Ovamed GmbH, a corporation organized and existing under the laws of Germany and having a principal place of business at Kiebitzhörn 33-35, 22885 Barsbüttel, Germany (“Ovamed”). Collingwood and Ovamed may each be referred to herein individually as a “Party” and collectively as the “Parties.”
April 29, 2011Coronado Biosciences Inc • July 15th, 2011 • New York
Reference is made to that certain Consent and Support Agreement (the “Agreement”), between you and Coronado Biosciences, Inc., a Delaware corporation (“Coronado” or the “Company”). The purpose of this letter agreement (this “Letter Agreement”) is to confirm Coronado’s agreement to extend certain preemptive rights to you and your affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended (“the Securities Act”)).
CORONADO BIOSCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of April 1, 2011 (the “Effective Date”) by and among CORONADO BIOSCIENCES, INC. (the “Company”) and Glenn L. Cooper, M.D. (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. This Agreement supersedes any and all prior and contemporaneous oral or written agreements or arrangements between Executive and the Company, including the Executive’s Consulting Agreement with the Company effective July 15, 2010, which hereafter shall have no further force or effect.
December 2, 2010 Raymond J. Tesi, M.D. New York, NY 10002 Re: Transition from Coronado Biosciences, Inc. Dear RJ:Employment Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This letter sets forth the substance of the separation agreement (the “Agreement”) that Coronado Biosciences, Inc. (the “Company”) is offering to you to aid in your employment transition.
Subscription AgreementSubscription Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
Rockefeller Group Business Centers Service Agreement Term Sheet DATE: MAY 21, 2010 Client Information Client: Coronado Biosciences Entity: Corporation Tax ID or SS: Address: 45 Rockefeller Plaza, Suite 2000 City: New York State: New York Zip: 10111...Service Agreement • July 15th, 2011 • Coronado Biosciences Inc
Account #10259: Coronado Biosciences – new business venture. Terms: Three-month cycle; 60-day notification required within current three-month term to terminate or the next three month responsibility applies (automatic roll over); Two-month retainer is due at signing – retainer is held on file and returned 60-days after departure; FREE Conference room hours: 5/month (use or lose policy)
AWARD AGREEMENT (INCENTIVE STOCK OPTION OR NON-QUALIFIED STOCK OPTION)Award Agreement • July 15th, 2011 • Coronado Biosciences Inc
Pursuant to this Award Agreement, which includes your Stock Option Grant Notice (“Grant Notice”), Coronado Biosciences, Inc. (the “Company”) has granted you an option under its 2007 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan.
CORONADO BIOSCIENCES, INC. CONSULTING AGREEMENTConsulting Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of September 21, 2010 (the “Effective Date”), by and between CORONADO BIOSCIENCES, INC. (the “Company”) and ERIC ROWINSKY, M.D. (the “Advisor”). The Company and the Advisor may be referred to herein individually as a “Party” or collectively, as “Parties.”
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Coronado Biosciences Inc • July 15th, 2011
Further to our recent communications, the purpose of this letter is to confirm our mutual understanding regarding the resolution of all matters relating to the above-mentioned agreements.
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...License Agreement • July 15th, 2011 • Coronado Biosciences Inc
Amendment No. 1 made and effective as of September 30, 2009 to the License Agreement dated November 5, 2007 entered into by and between Coronado Biosciences, Inc., a Delaware corporation having a place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (“Company”) and UCL Business PLC whose registered office is The Network Building, 97 Tottenham Court Road, London W1T 4TP United Kingdom (“UCLB”):
June 3, 2011 Gary G. Gemignani New York, NY 10065 Re: Transition from Coronado Biosciences, Inc. Dear Gary:Coronado Biosciences Inc • July 15th, 2011
This letter sets forth the substance of the separation agreement (the “Agreement”) that Coronado Biosciences, Inc. (the “Company”) is offering to you to aid in your employment transition. Your receipt of the benefits specified by this Agreement is contingent upon satisfaction of both of the following conditions (the “Conditions”): (1) you must sign this Agreement and return it to the Company within twenty-one (21) days of receiving it, and allow it to become effective as specified in Section 19 below; and (2) you must sign the release attached hereto as Exhibit A (the “Release”) and return it to the Company within twenty-one (21) days after the Separation Date (as defined below), and allow it to become effective as specified therein. If both Conditions are satisfied, then the following terms and conditions shall apply:
CONSENT AND SUPPORT AGREEMENTConsent and Support Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This CONSENT AND SUPPORT AGREEMENT (“Agreement”) is being executed and delivered as of the date set forth on the signature page hereof, for the benefit of CORONADO BIOSCIENCES, INC., a Delaware corporation (the “Company”), by the stockholder of the Company identified on the signature page hereof (the “Stockholder”).
ASSET PURCHASE AGREEMENT ACQUISITION OF CERTAIN ASSETS OF ASPHELIA PHARMACEUTICALS, INC. BY CORONADO BIOSCIENCES, INC. DATED AS OF JANUARY 7, 2011Asset Purchase Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
THIS ASSET PURCHASE AGREEMENT is made as of January 7, 2011 by and between CORONADO BIOSCIENCES, INC., a Delaware corporation (“Purchaser”), and ASPHELIA PHARMACEUTICALS, INC., a Delaware corporation (“Seller”).
