ContractWarrant Agreement • April 15th, 2010 • Iaso Pharma Inc • 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.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation having its principal place of business at PO Box 222, La Jolla, California 92038 (the “Company”), and the undersigned (the “Subscriber”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc • New York
This NOTE PURCHASE AGREEMENT (this "Agreement") is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 8910 University Center Lane, Suite 620, San Diego, CA 92121 (the "Company"), and the undersigned (the "Subscriber").
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation (the “Company”), and Paramount Credit Partners, LLC, a Delaware limited liability company (the “Subscriber”).
ContractSenior Promissory Note • April 15th, 2010 • Iaso Pharma Inc
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
ContractWarrant Agreement • April 15th, 2010 • Iaso Pharma Inc • California
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.
ContractConvertible Note • April 15th, 2010 • Iaso Pharma Inc
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
ContractConvertible Note • April 15th, 2010 • Iaso Pharma Inc
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Iaso Pharma Inc • California
This Agreement (this “Agreement”) dated May 17, 2007, with a starting date of May 28, 2007 (the “Effective Date”), is by and between Pacific Beach Biosciences, Inc., with offices at 8910 University Center Lane, Suite 620, San Diego, California 92121 (the “Company”), and Mark Lotz, residing at 768 Corinia Court, Olivenhain, CA 92024-6659 (the “Employee”).
LOAN AGREEMENTLoan Agreement • April 15th, 2010 • Iaso Pharma Inc • New York
This Agreement dated as of December 3, 2008, is among Bank of America, N.A. (the "Bank"), PARAMOUNT BIOSCIENCES, LLC (“PARAMOUNT BIOSCIENCES, LLC”), VENTRUS BIOSCIENCES, INC. (“VENTRUS BIOSCIENCES, INC.”), BALBOA BIOSCIENCES, INC. (“BALBOA BIOSCIENCES, INC.”), ASPHELIA PHARMACEUTICALS, INC. (“ASPHELIA PHARMACEUTICALS, INC.”), PACIFIC BEACH BIOSCIENCES, INC. (“PACIFIC BEACH BIOSCIENCES, INC.”) CORONADO BIOSCIENCES INC. (“CORONADO BIOSCIENCES, INC.”) and MT. COOK PHARMA, INC. (“MT. COOK PHARMA, INC.”) (PARAMOUNT BIOSCIENCES, LLC., VENTRUS BIOSCIENCES, INC., BALBOA BIOSCIENCES, INC., ASPHELIA PHARMACEUTICALS, INC., PACIFIC BEACH BIOSCIENCES, INC., CORONADO BIOSCIENCES, INC. and MT. COOK PHARMA, INC. are sometimes referred to collectively as the "Borrowers" and individually as the “Borrower”).
Monday, August 18, 2008 James RockEmployment Agreement • April 15th, 2010 • Iaso Pharma Inc
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Iaso Pharma Inc • California
This Agreement (this “Agreement”), effective as of the Effective Date (described below) by and between Pacific Beach Biosciences, Inc., a Delaware corporation with an address at 787 Seventh Avenue, New York, New York 10019 (the “Company”), and MATTHEW A. WIKLER, MD, MBA, FIDSA, having a mailing address at P.O. Box 5000, PMB 84, Rancho Santa Fe, CA 92067-5000 (the “Executive”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • April 15th, 2010 • Iaso Pharma Inc
This Amendment No. 1 (the "Amendment") dated as of November 10, 2009, is between Bank of America, N.A. (the "Bank") and Paramount Biosciences, LLC, Mt. Cook Pharma, Inc., Pacific Beach Biosciences, Inc., Balboa Biosciences, Inc., Coronado Biosciences, Inc., Asphelia Pharmaceuticals, Inc. and Ventrus Biosciences, Inc. (the "Borrower").
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Iaso Pharma Inc • California
This Agreement (this "Agreement") dated as of January 19, 2007 (the "Effective Date"), by and between Pacific Beach Biosciences, Inc. with offices at 4365 Executive Drive, Suite 1500, San Diego, California 92121 (the "Company"), and James Rock residing at 7432 Camino Rialto, La Jolla, CA 92037 (the "Employee").
