February 25, 2014 Dr. Augustine Cheung Founder, CEO & President Medifocus, Inc. The Exchange Tower, Suite 1800, Toronto, ON M5X1E3Medifocus Inc. • April 2nd, 2014 • New York
This letter confirms our agreement that Medifocus, Inc., a corporation incorporated under the Business Corporations Act (Ontario) (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates and subsidiaries, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement (the “Offering”) of equity or equity linked securities (the “Securities”) of the Company. The precise terms of the Securities and the gross proceeds of such Offering will be negotiated between the Placement Agent and the Company with one or more Investors (as defined below), it being understood that the gross proceeds of the Offering will be up to $10 million.
The purpose of this engagement letter is to outline our agreement in principle pursuant to which Maxim Group LLC (“Maxim”) will act as the lead managing underwriter and book runner in connection with the proposed registered follow- on offering...Medifocus Inc. • April 2nd, 2014
This engagement letter states certain conditions and assumptions upon which the Offering is premised. However, except as expressly provided for herein, this engagement letter is not intended to be a binding legal document, with the exception of those specific sections of this engagement letter that are agreed to be binding. All references in this engagement letter to dollars or $ shall mean United States dollars.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 2nd, 2014 • Medifocus Inc. • Maryland
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made this 16th day of January, 2006, by and between Dr. Augustine Y. Cheung, a Maryland resident (the “BUYER”), Celsion Corporation, a Delaware corporation (hereinafter, the “SELLER”) and Celsion (Canada) Limited, an Ontario, Canada Corporation (“CANADA”).
SIXTH AMENDMENTMedifocus Inc. • April 2nd, 2014
This Sixth Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc.
FOURTH AMENDMENTMedifocus Inc. • April 2nd, 2014
This Fourth Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc.
AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 2nd, 2014 • Medifocus Inc.
This AMENDMENT NO. 1 (this “Amendment”) is made as of this 24 day of July, 2012, by and among (i) Medifocus, Inc. (“Buyer”), (ii) Boston Scientific Corporation (“Parent”), and (iii) the Sellers (as defined in the Asset Purchase Agreement referred to below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Asset Purchase Agreement referred to below.
NON-EXCLUSIVE LICENSE AGREEMENT (Buyer Out-License Agreement)Non-Exclusive License Agreement • April 2nd, 2014 • Medifocus Inc. • Massachusetts
This Non-Exclusive License Agreement (the “Agreement”) is made as of July 24, 2012 (the “Effective Date”) by and between MEDIFOCUS, INC., a Canadian corporation (“Licensor”) and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Licensee”).
June 27, 2013 Dr. Augustine Cheung Founder, CEO & President Medifocus, Inc The Exchange Tower, Suite 1800, Toronto, ON M5X1E3 Dear Mr. Cheung:Medifocus Inc. • April 2nd, 2014 • New York
We are pleased that Medifocus, Inc(“Medifocus” or the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
THIS AGREEMENT (the “Agreement”) is made on November 8th, 2013. BETWEEN: WHEREAS: NOW THEREFORE, for good and valuable consideration, the parties, intending to be legally bound, hereby agree as follows:Agreement • April 2nd, 2014 • Medifocus Inc. • Virgin Islands
Advisory Services AgreementAdvisory Services Agreement • April 2nd, 2014 • Medifocus Inc. • Illinois
This agreement (“Agreement”) will confirm our understanding that Healthios Capital Markets, LLC (“Advisor”) whose principal place of business is 1101 Skokie Blvd, Suite 240, Northbrook, IL 60062 has been engaged to act as the financial advisor on a “best efforts” basis for Medifocus Inc. and/or its affiliates, whose principal place of business is The Exchange Tower Suite 1800, 130 King Street West; M5X 1E3 Toronto, ON ; Canada (“Client”) on the terms and conditions set forth in this Agreement.
TRADEMARK ASSIGNMENTTrademark Assignment • April 2nd, 2014 • Medifocus Inc.
This Trademark Assignment is made and entered into as of July 20, 2012 by and between Boston Scientific Scimed, Inc. (“Assignor”) and Medifocus, Inc. (“Assignee”) (collectively referred to as the “Parties”).
PATENT ASSIGNMENTPatent Assignment • April 2nd, 2014 • Medifocus Inc.
NON-EXCLUSIVE LICENSE AGREEMENT (Seller Out-License Agreement)Non-Exclusive License Agreement • April 2nd, 2014 • Medifocus Inc. • Massachusetts
This Non-Exclusive License Agreement (this “Agreement”) dated as of July 24, 2012 (the “Effective Date”) by and between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Licensor”) and MEDIFOCUS, INC., a Canadian corporation (“Licensee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 2nd, 2014 • Medifocus Inc. • Massachusetts
TRANSITION SERVICES AGREEMENT, dated as of July 20, 2012, is made by and between (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), and (ii) MEDIFOCUS, INC., a Canadian corporation (“Buyer”).
ASSUMPTION AGREEMENTAssumption Agreement • April 2nd, 2014 • Medifocus Inc.
This Assumption Assignment (this “Agreement”) is made and entered into as of July 24, 2012 by and among (i) Boston Scientific Corporation, a Delaware corporation (“Parent”), (ii) Medifocus, Inc., a Canadian corporation (“Buyer”), and (iii) each of the Sellers (as defined herein).
SECOND AMENDMENTMedifocus Inc. • April 2nd, 2014
This Second Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 2nd, 2014 • Medifocus Inc. • Massachusetts
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 25, 2012, is made by and among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), (ii) those Affiliates of Parent that are identified on Schedule 1.01(a) attached hereto that hold Purchased Assets (together with Parent, the “Sellers”), on the one hand, and (iii) MEDIFOCUS, INC., a Canadian corporation (“Buyer”), on the other hand.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CHEUNG LABORATORIES, INC. PATENT LICENSE AGREEMENT M.I.T.’S OFFER TO CHEUNG LABORATORIES, INC. TO ENTER INTO THIS LICENSE AGREEMENT SHALL EXTEND UNTIL NO LATER THAN OCTOBER 31. 1997. (EXCLUSIVE)Patent License Agreement • April 2nd, 2014 • Medifocus Inc. • Massachusetts
This Agreement is made and entered into this 24th day of October, 1997, (the “EFFECTIVE DATE”) by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as “M.I.T.”), and CHEUNG LABORATORIES, INC., a corporation duly organized under the laws of Maryland and having its principal office at 10220-I Old Columbia Road, Columbia, MD 21046-1705 (hereinafter referred to as “LICENSEE”), and cancels, supersedes and replaces a previous Agreement by and between M.I.T. and LICENSEE for M.I.T. Case No.‘s 5493L: 5672L, and 6512L dated June 12, 1996.
BILL OF SALE AND ASSIGNMENTBill of Sale and Assignment • April 2nd, 2014 • Medifocus Inc.
This Bill of Sale and Assignment (this “Agreement”), is made and entered into as of July 24, 2012 by and among (i) Boston Scientific Corporation, a Delaware corporation (“Parent”), (ii) Medifocus, Inc., a Canadian corporation (“Buyer”), and (iii) each of the Sellers (as defined herein):
LICENSE AND DISTRIBUTION AGREEMENT between MEDIFOCUS INC and MEDIFOCUS HOLDING LIMITED (BVI)License and Distribution Agreement • April 2nd, 2014 • Medifocus Inc. • Maryland
This LICENSE AND DISTRIBUTION AGREEMENT is effective as of the 8th day of November 2013, by and between MEDIFOCUS INC, an Ontario, Canada corporation having a principal place of business at 10240 Old Columbia Road Suite G Columbia, Maryland U.S.A. 21046 (“Medifocus”), and Medifocus Holding Limited, a Company incorporated in the British Virgin Islands, having a registered address at Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“JV”).
FIFTH AMENDMENTMedifocus Inc. • April 2nd, 2014
This Fifth Amendment, effective as ofthe date set forth above the signatures ofthe parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“AGREEMENT”) between the Massachusetts Institute of Technology (“M.l.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc.
THIRD AMENDMENTMedifocus Inc. • April 2nd, 2014
This Third Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997, as amended on May 23, 2002 and March 7, 2005 (the “AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc.
FIRST AMENDMENTMedifocus Inc. • April 2nd, 2014
This First Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“10/24/97 UCENSE AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc.
