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0001193125-12-465911 Sample Contracts

CELATOR PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • Delaware

THIS INDEMNIFICATION AGREEMENT is made as of , 2010 between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”).

CELATOR PHARMACEUTICALS, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • North Carolina

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 15, 2012, by and between Square 1 Bank (“Bank”) and Celator Pharmaceuticals, Inc. (“Borrower”).

DEFINITIVE AGREEMENT
Definitive Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • New York

This Definitive Agreement (the “Agreement”) is made as of the 27th day of June, 2012 (the “Effective Date”) by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York 10605, United States of America (“LLS”) and Celator Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 303B College Road East, Princeton, NJ 08540 (“Company”). LLS and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.

CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT
Clinical and Commercial Manufacturing and Supply Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS CLINICAL AND COMMERCIAL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is made effective as of the 22nd day of December, 2010 (“Effective Date”) by and between BAXTER ONCOLOGY GmbH, with an address at Kantstrasse 2, 33790 Halle / Westphalia, Germany (“Baxter”) and CELATOR PHARMACEUTICALS, INC., a Delaware corporation, having offices at 303B College Road East, Princeton, New Jersey 08540 (“Celator”).

EXCLUSIVE LICENSE AGREEMENT between Celator Pharmaceuticals and PRINCETON UNIVERSITY
Exclusive License Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • New Jersey

THIS LICENSE AGREEMENT (the “Agreement”) is made and is effective as of the day of , 2007, by and between PRINCETON UNIVERSITY, having its Technology Licensing and Intellectual Property at 4 New South Building, Princeton, New Jersey 08544-0036, (hereinafter referred to as “Princeton”), and Celator Pharmaceuticals, a Delaware corporation having a principal place of business at 303B College Road East, Princeton, N.J. 08540 (hereinafter referred to as “Celator”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS AGREEMENT, effective as of , is made by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Director”), a director of the Company.

COLLABORATIVE RESEARCH AGREEMENT BETWEEN CELATOR TECHNOLOGIES INCORPORATED AND BRITISH COLUMBIA CANCER AGENCY
Collaborative Research Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia

BRITISH COLUMBIA CANCER AGENCY, having its administrative offices at 600 West 10th Avenue, Vancouver, British Columbia, Canada V5Z 4E6 (“BCCA”)

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia

This Agreement confirms the amended and restated terms and conditions of your employment by the Corporation and will constitute your employment agreement to be effective as of and from the Effective Date (as defined below). In consideration of the stock options to be granted to you pursuant to Section 7 hereof and such other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by you upon signing below), you hereby agree to the amended and restated terms and conditions are as follows:

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS AGREEMENT, effective as of is made by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Employee”), an employee of the Company.

SETTLEMENT AGREEMENT (Regarding Assignment of Four Patent Families)
Settlement Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia

The parties to this Settlement Agreement (this “Agreement”) are BRITISH COLUMBIA CANCER AGENCY BRANCH (“BCCA”), having offices at 600 West 10th Avenue, Vancouver, British Columbia, and CELATOR PHARMACEUTICALS INC. (“Celator”), having offices at 1779 West 75th Avenue, Vancouver, British Columbia (collectively, referred to as the “Parties”). The parties wish to resolve a disagreement regarding the obligations of BCCA and Celator with respect to assignment of four patent families. These families are as follows:

Celator Pharmaceuticals, Inc. 303B College Road East Princeton, NJ 08540 Tel: 609.243-0123 Fax: 609.243-0202 www.celatorpharma.com
Employment Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • New Jersey
INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc

THIS AGREEMENT, effective as of , is made by and between Celator Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and (the “Employee”), an employee of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • British Columbia
Contract
Warrant Agreement • November 13th, 2012 • Celator Pharmaceuticals Inc • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.