0001493152-18-001887 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • New Jersey

This EMPLOYMENT AGREEMENT (this “Agreement”), dated June 20, 2017 and effective on July 1, 2017 (the “Effective Date”), is by and between PROVENTION BIO, Inc., a Delaware corporation (the “Company”) and Dr. Eleanor L. Ramos (the “Executive”).

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PROVENTION BIO, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Right of First Refusal and Co-Sale Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware

This RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made and entered into as of April 25, 2017, by and among PROVENTION BIO, INC., a Delaware corporation (the “Company”), the Investors (as defined below) and the Key Holders (as defined below) (the Investors and the Key Holders are sometimes referred to herein collectively as the “Shareholders”).

CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote where omissions have been made. The...
License, Development and Commercialization Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware

This license, development and commercialization agreement, effective as of the last date of execution by the parties hereto (“Effective Date”), is between Janssen Pharmaceutica NV, a company organized under the laws of Belgium, with its principal offices at Turnhoutseweg 30, 2340 Beerse, Belgium (“Janssen”) and Provention Bio, Inc., a company organized under the laws of Delaware, with its principal offices at 110 Old Driftway Lane, Lebanon, New Jersey 08833 (“Provention”).

STOCK OPTION GRANT AGREEMENT
Stock Option Grant Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Provention Bio, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Provention Bio, Inc. 2017 Equity Incentive Plan (the “Plan”).

PROVENTION BIO, INC. Warrant To Purchase Series A Preferred Stock
Warrant Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware

Provention Bio, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MDB Capital Group, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Series A Preferred Stock (as defined below) issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or from time to time on or after the Issuance Date (as defined below in Section 17), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below in Section 17), such number of fully paid and non-assessable shares of Series A Preferred Stock, including the securities into which they are converted or exchanged (the “Warrant Shares”) as set forth herein in Section 1(c), su

PROVENTION BIO, INC. REGISTRATION AND INVESTOR RIGHTS AGREEMENT
Registration and Investor Rights Agreement • February 12th, 2018 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware

This REGISTRATION AND INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2017, by and among PROVENTION BIO, INC., a Delaware corporation (“Company”), the persons listed on Schedule A hereto (the “Investors”) and MDB Capital Group LLC (the “Placement Agent”) for itself and for its affiliates, referred to individually as the “Holder” and collectively as the “Holders”.

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