POST EFFECTIVE AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 17th, 2024 • NAYA Biosciences, Inc. • Surgical & medical instruments & apparatus
This Post Effective Amendment Number 1 (the “Amendment”), dated May 17 2024 (the “Amendment Date”), to the Asset Purchase Agreement, originally entered into as of October 20, 2023, (the “Agreement”), by and among NAYA Biosciences Inc., a Delaware corporation (the “Buyer”), Cytovia Therapeutics Holdings, Inc., a Delaware corporation (“Holdings”) and Cytovia Therapeutics, LLC, a Delaware limited liability company (“Cytovia”; and together with Holdings, the “Sellers”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.
LICENSE AGREEMENTLicense Agreement • December 17th, 2024 • NAYA Biosciences, Inc. • Surgical & medical instruments & apparatus
YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”); and UNIVERSITY OF RIJEKA FACULTY OF MEDICINE, of 20 Brace Branchetta, Rijeka 51000, Croatia (“Rijeka” and, together with Yissum, “Licensors”), of the first part; and NAYA BIOSCIENCES INC., a Delaware corporation, of 19505 Biscayne Blvd, Suite 2350, 3rd floor, Aventura, FL 33180 (the “Company”), of the second part;
SUBLICENSE AGREEMENTSublicense Agreement • December 17th, 2024 • NAYA Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
This Sublicense Agreement (“Agreement”) is entered into on Dec 21, 2023 (the “Effective Date”), by and between Cytovia Therapeutics, LLC, a Delaware limited liability company (formerly organized as, converted from, and as legal successor to, Cytovia Therapeutics, Inc., a Delaware Corporation) (“Cytovia”) and Naya Biosciences Inc., a Delaware corporation (“Naya”). Cytovia and Naya are each a “Party” and together the “Parties”.
LICENSE AGREEMENTLicense Agreement • December 17th, 2024 • NAYA Biosciences, Inc. • Surgical & medical instruments & apparatus
This License Agreement (the “Agreement”) is made as of its last date of signature by all signatories (the “Effective Date”) by and between:
EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2024 • NAYA Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective for all purposes and in all respects as of the August 1, 2023 (the “Effective Date”), by and between, by and between Naya Oncology, Inc., a Delaware corporation (the “Company”), and Dr. Daniel Teper, an individual (the “Executive”). Each of the Company and the Executive is also sometimes herein referred to as a “Party” and collectively as the “Parties”.
