VISTAGEN THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
THIS AGREEMENT is entered into, effective as of February 9, 2007, between VistaGen Therapeutics, Inc., a California corporation (the “Company”), and Greg Bonfiglio;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 5, 2009, by and among VistaGen Therapeutics, Inc., a California corporation (the "Company"), and Platinum Long Term Growth VII, LLC (the "Purchaser").
Amended and Restated Executive Employment AgreementExecutive Employment Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This Amended and Restated Executive Employment Agreement (the "Agreement"), dated April 28, 2010 (the "Effective Date"), is entered into by and between VistaGen Therapeutics, Inc., a California corporation (the "Company") and A. Franklin Rice, MBA ("Executive").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • Delaware
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2011, by and among VistaGen Therapeutics, Inc., a California corporation (the "Company"), and Cato Holding Company, a North Carolina corporation (the "Purchaser").
LICENSE AGREEMENT between UNIVERSITY OF MARYLAND, BALTIMORE and CORNELL RESEARCH FOUNDATION, INC, and ARTEMIS NEUROSCIENCE, INC,License Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • Maryland
This License Agreement: (“Agreement") made effective (Ms 24th day of October, 2001 (the "Effective Date") by and between the University of Maryland. Baltimore, a constituent institution of the University System of Maryland, an agency of the State of Maryland having as address at 520 West Lombard Street, Baltimore, Maryland 21201 ("UM"), Cornell Research Foundation, Inc., a wholly owned subsidiary of Cornell University, located at Cornell Business & Technology Park, 20 Thornwood Drive, Suite 105, Ithaca, NY 14850 ("CRF") and Artemis Neurosciences. Inc., (ARTEMIS) a corporation of the State of Maryland, U.S.A., with its principal place of business at 9850 Key West Avenue, Suite 400, Rockvile, MD 20850 ("Company"),
VISTAGEN THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of August 31, 2010 by and among VISTAGEN THERAPEUTICS, INC., a California corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”
AGREEMENT AND PLAN OF MERGER EXCALIBER ENTERPRISES, LTD., EXCALIBER MERGER SUBSIDIARY, INC.Agreement and Plan of Merger • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This AGREEMENT AND PLAN OF MERGER ("Agreement") made this 11th day of May, 2011, is entered into by and among Excaliber Enterprises, Ltd., a Nevada corporation ("EXCALIBER"), Excaliber Merger Subsidiary, Inc., a California corporation and wholly owned subsidiary of EXCALIBER ("Merger Sub"), and VistaGen Therapeutics, Inc., a California corporation ("VISTAGEN"). EXCALIBER, Merger Sub and VISTAGEN are sometimes referred to herein individually as a "Party"" and collectively as the "Parties.""
CONVERSION AGREEMENTConversion Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This Conversion Agreement (the "Agreement") is entered into as of April 29, 2011 by and among VistaGen Therapeutics, Inc., a California corporation ("VistaGen"), and certain holders of promissory notes of VistaGen listed on Exhibit A hereto (collectively, the "Holders").
Industrial Lease Oyster Point Business Park South San Francisco, California Shelton International Holdings, Inc., a Hawaii corporation, as Landlord, and Vistagen Therapeutics, Inc., a California corporation, as TenantIndustrial Lease • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses
Additional Rent 4.1 Applicable Requirements 6.3 Assign 12.1 Base Rent 1.4 Basic Provisions 1 Building 1.2 Building Operating Expenses 4.2(b) Code 12.1(a) Commencement Date 1.3 Commencement Date Certificate 3.3 Common Areas 2.2 Common Area Operating Expenses 4.2(b) Condemnation 14 Default 13.1 Expiration Date 1.3 HVAC 4.2(a)(x) Hazardous Substance 6.2 Indemnity 8.5 Industrial Center 1.2 Landlord 1.1 Landlord Entities 6.2(c) Lease 1.1 Lenders 6.4 Mortgage 16.18 Operating Expenses 4.2 Party/Parties 1.1 Permitted Use 1.8 Premises 1.2 Prevailing Party 16.13 Real Property Taxes 10.2 Rent 4.1 Reportable Use 6.2 Requesting Party 15 Responding Party 15 Rules and Regulations 2.4, 16.19 Security Deposit 1.7,5 Taxes 10.2 Tenant 1.1 Tenant Acts 9.2 Tenant's Entity 6.2(c) Tenant's Share 1.5 Term 1.3 Use 6.1
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • Wisconsin
This Agreement is made effective December 5, 2008 ("Effective Date"), by and between the Wisconsin Alumni Research Foundation (hereinafter called "WARF"), a nonprofit Wisconsin corporation, and VistaGen Therapeutics, Inc., with offices at 384 Oyster Point Blvd. #8, South San Francisco, CA 94080, USA. (hereinafter called "Licensee"), a corporation organized and existing under the laws of California. WARF and Licensee each may be referred to herein individually as a "Party," or collectively as the "Parties."
CLINICAL STUDY AGREEMENT IND 75,807 AV-101Clinical Study Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
THIS CLINICAL STUDY AGREEMENT ("AGREEMENT"), made and entered into as of April 15, 2010, with an effective date of April 14, 2010 (the "EFFECTIVE DATE") between Progressive Medical Concepts, LLC, a Florida limited liability corporation doing business as Progressive Medical Research, located at 5111 Ridgewood Avenue, Suite 301, Port Orange, FL 32127 ("INSTITUTION"), and VistaGen Therapeutics, Inc., a California corporation, ("SPONSOR"), shall govern the conduct of a clinical investigation (as described in Section 1 hereof, the "STUDY") of SPONSOR'S proprietary product, AV-101 ("PRODUCT").
SENIOR CONVERTIBLE BRIDGE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Bridge Note and Warrant Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This Senior Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") is made as of April , 2008, by and between VistaGen Therapeutics, Inc., a California corporation (the "Company"), and the purchasers listed on Exhibit A hereto (each a "Purchaser" and, collectively, the "Purchasers").
VISTAGEN THERAPEUTICS, INC. FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
THIS FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the "Agreement") is made as of August 1, 2005 by and among VistaGen Therapeutics, Inc., a California corporation (the "Company"), A. Franklin Rice and H. Ralph Snodgrass (the "Founders"), and the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor."
SPONSORED RESEARCH COLLABORATION AGREEMENT By and Between University Health Network, an Ontario corporation and VistaGen Therapeutics, Inc., a California corporationSponsored Research Collaboration Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses
This "Agreement" is entered into as of , 2007 (the "Effective Date") by and between University Health Network, an Ontario corporation incorporated under the Toronto Hospital Act 1997, having a principal research office at 610 University Avenue, Ste. 7-504, Toronto, Ontario, Canada M5G 2M9 ("UHN") and VistaGen Therapeutics, Inc., a California corporation, having its address at 384 Oyster Point Blvd., Suite 8, South San Francisco, California 94080 ("VistaGen").
AGREEMENT REGARDING CONVERSION OF UNSECURED PROMISSORY NOTEExcaliber Enterprises, Ltd. • May 16th, 2011 • Retail-catalog & mail-order houses • California
THIS AGREEMENT REGARDING CONVERSION OF UNSECURED PROMISSORY NOTE is entered into as of April 29, 2011 (this “Agreement”), by and between VistaGen Therapeutics, Inc., a California corporation (the “Company), and Matthew J. Dillon and Jill S. Dillon as Trustees of the Dillon Family Trust (“Holder”).
AGREEMENT BETWEEN MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY AND VISTAGEN THERAPEUTICS, INC. LICENSE AGREEMENTLicense Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • New York
MOUNT SINAI SCHOOL OF MEDICINE OF NEW YORK UNIVERSITY, a corporation organized and existing under the laws of the State of New York and having a place of business at One Gustave L. Levy Place, New York, NY 10029 ("MSSM")
Instructions: Complete and sign this Subscription Agreement. Please be sure to initial the appropriate "accredited investor" category in Box C.Subscription Agreement Units • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
A completed and originally executed copy of, and the other documents required to be delivered with, this Subscription Agreement, must be delivered to the following address:
AGREEMENT REGARDING SALE OF SHARES OF COMMON STOCKAgreement Regarding Sale • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses
Stephanie Y. Jones does hereby agree to sell 4,982403 shares of the common stock of Excaliber Enterprises, Ltd. (the "Company") to the Company for $10, which amount the Company agrees to pay on or before December 31,2011. If the Company fails to make such payment by December 31, 2011, then the only recourse of Ms. Jones will be to enforce collection.
RECITALSConvertible Promissory Note • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • New York
WHEREAS, Platinum Long Term Growth VII, LLC (the "Lender"), and VistaGen Therapeutics, Inc., a California corporation (the "Borrower"-), are parties to that certain Letter Loan Agreement dated June 19, 2007 (the "Original Loan Agreement"'), as amended by that certain Amended and Restated Letter Loan Agreement dated July 2, 2007 (the "Second Loan Agreement," together with the Original Loan Agreement, the "Prior Loan Agreements"), pursuant to which the Lender agreed to loan Three.Million Seven Hundred Fifty Thousand Dollars ($3,750,000) to the Borrower subject to the terms and conditions set forth therein; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 30, 2009, by and among VistaGen Therapeutics, Inc., a California corporation (the "Company"), and Cato Holding Company, a North Carolina corporation (the "Purchaser").
JOINDER AGREEMENTJoinder Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • New York
This JOINDER AGREEMENT ("Joinder Agreement") is executed and delivered as of May 11, 2011, by EXCALIBUR ENTERPRISES, LTD., a Nevada corporation (the "Joining Party"), and delivered to PLATINUM LONG TERM GROWTH VII, LLC, a Delaware limited liability company (the "Lender"), as lender under that certain Letter Loan Agreement dated June 19, 2007 by and between VISTAGEN THERAPEUTICS, INC., a California corporation (the "Borrower"), and the Lender (as amended, restated, supplemented or otherwise modified, the "Loan Agreement"). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Loan Agreement.
LICENSE AGREEMENTLicense Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses
THIS AGREEMENT ("Agreement"), effective as of July __, 1999 ("Effective Date"), is entered into by and between NATIONAL JEWISH MEDICAL AND RESEARCH CENTER ("National Jewish"), a non-profit medical and research institution organized under the laws of Colorado and having principal offices at 1400 Jackson Street, Denver, Colorado 80206, and VistaGen, Inc., a corporation having an address at 325 MiddlePeld Road, Mountain View, California, 94043 ("VistaGen").
AGREEMENT REGARDING SALE OF SHARES OF COMMON STOCKExcaliber Enterprises, Ltd. • May 16th, 2011 • Retail-catalog & mail-order houses
Nicole Jones does hereby agree to sell 82,104 shares of the common stock of ExcaUber Enterprises, Ltd. (the "Company") to the Company for $10, which amount the Company agrees to pay on or before December 31,2011 „" If the Company fails to make such payment by December 31, 2011, then the only recourse of Ms. Jones will be to enforce collection.
STRATEGIC DEVELOPMENT SERVICES AGREEMENTStrategic Development Services Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
THIS STRATEGIC DEVELOPMENT SERVICES AGREEMENT (the "Agreement"), is made as of February 26, 2007(the "Effective Date"), by and between Cato Research Ltd., a North Carolina corporation ("CATO RESEARCH"), and VIstaGen Therapeutics Inc., a California corporation ("CLIENT). Each of CATO RESEARCH and CLIENT may be referred to herein separately as a "Party" and collectively as the "Parties."
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated and effective as of April 25, 2009, by and among VistaGen Therapeutics, Inc., a California corporation (the “Company”), and University Health Network, an Ontario corporation incorporated under the Toronto Hospital Act 1997 (the “Purchaser”).
VISTAGEN THERAPEUTICS, INC. SENIOR CONVERTIBLE BRIDGE NOTE AND WARRANT PURCHASE AGREEMENTSenior Convertible Bridge Note and Warrant Purchase • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses • California
This Senior Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") is made as of August 13, 2006, by and between VistaGen Therapeutics, Inc., a California corporation (the "Company"), and the purchasers listed on Exhibit A hereto (each a "Purchaser" and, collectively, the "Purchasers").
NON-EXCLUSIVE LICENSE AGREEMENT FOR INTERNAL PHARMACEUTICAL RESEARCHNon-Exclusive License Agreement • May 16th, 2011 • Excaliber Enterprises, Ltd. • Retail-catalog & mail-order houses
TET Systems GmbH & Co. KG, a German law limited partnership having its principal place of business at Im Neuenheimer Feld 582, 69120 Heidelberg, Germany ("TET"),
