Knobbe, Martens, Olson & Bear Sample Contracts

PC-Tel, Inc. Common Stock
Underwriting Agreement • September 17th, 1999 • Pc Tel Inc • Services-computer programming, data processing, etc. • New York
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UNDERWRITING AGREEMENT
Underwriting Agreement • August 24th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • New York
OVERLAND DATA, INC. 3,105,000 SHARES COMMON STOCK ($0.001 PAR VALUE) UNDERWRITING AGREEMENT
Underwriting Agreement • January 24th, 1997 • Overland Data Inc • Computer storage devices • New York
Kronos Bio, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • October 5th, 2020 • Kronos Bio, Inc. • Pharmaceutical preparations • New York

Kronos Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of the Company’s common stock, par value $0.001 per share (“Stock, and such shares ”the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Stock (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

IMMUNEERING CORPORATION EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 10th, 2022 • Immuneering Corp • Pharmaceutical preparations • New York

As further set forth in this agreement (this “Agreement”), Immuneering Corporation, a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on the terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

SOMAXON PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENT
At-the-Market Equity Offering Sales Agreement • August 2nd, 2011 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Citadel Securities LLC (“Citadel”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $30,000,000 on the terms set forth in Section 2 of this Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

EX-10.5 16 dex105.htm DEVELOPMENT AGREEMENT DEVELOPMENT AGREEMENT BETWEEN BiopolyMed, Inc. And Phage Biotechnology, Inc.
Development Agreement • May 5th, 2020 • California

This Development Agreement (Agreement) is dated the 7th day of May, 2004, by and between BiopolyMed, Inc., 711 Korea Techno Complex, 126-16,5-ga, Ananm-dong, Sungbuk-gu, Seoul, Korea 136-701, (“BPM”), and Phage Biotechnology, Inc., 14272 Franklin Avenue, Suite 110, Tustin, California 92780, (Phage) (together “The Parties”).

EXCLUSIVE LICENSE AGREEMENT NUMBER Between REVA Medical, Inc. and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY
Exclusive License Agreement • September 21st, 2010 • REVA Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New Jersey

THIS Exclusive License Agreement Number 2 (the “Agreement”) is made and is effective as of the 1st day of June 2010, (the “Effective Date”) by and between Rutgers, The State University Of New Jersey, having its statewide Office of Technology Commercialization at ASB Annex III, 3 Rutgers Plaza, New Brunswick, New Jersey 08901-8559, (hereinafter referred to as “Rutgers”), and REVA Medical, Inc., a California corporation having a principal place of business at 5751 Copley Drive, Suite B, San Diego, CA 92111 (hereinafter referred to as “Licensee”).

EX-10.30 35 dex1030.htm SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS, DATED 01/17/2006 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement • May 5th, 2020 • California

This Settlement Agreement and Release of Claims (the “Agreement”) is made and entered into this 17th day of January, 2006, between Masimo Corporation and Masimo Laboratories, Inc. (hereinafter “Masimo”), and Nellcor Puritan Bennett, Inc., Mallinckrodt, Inc, Tyco Healthcare Group LP, Tyco International Ltd, and Tyco International (US) Inc. (collectively “Nellcor”) (each individually as a “Party” or collectively the “Parties”).

EX-10.2 2 rva-ex102_737.htm EX-10.2 EXCLUSIVE LICENSE AGREEMENT NUMBER Between REVA Medical, Inc. and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEY EXCLUSIVE LICENSE AGREEMENT NUMBER 2
Exclusive License Agreement • May 5th, 2020 • New Jersey

THIS Exclusive License Agreement Number 2 (the "Agreement") is made and is effective as of the 1st day of July 2010, (the “Effective Date”) by and between Rutgers, The State University Of New Jersey, having its statewide Office of Technology Commercialization at ASB Annex III, 3 Rutgers Plaza, New Brunswick, New Jersey 08901-8559, (hereinafter referred to as "Rutgers"), and REVA Medical, Inc., a California corporation having a principal place of business at 5751 Copley Drive, Suite B, San Diego, CA 92111 (hereinafter referred to as "Licensee").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 27th, 2007 • EncryptaKey, Inc. • Measuring & controlling devices, nec • Nevada

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 15, 2007, by and between EncryptaKey, Inc., a New Jersey Corporation ("Seller"), and EncryptaKey, Inc., a Nevada corporation ("Buyer").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 28th, 2009 • Freestone Resources, Inc. • Services-business services, nec • Nevada

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into by and between (i) Freestone Resources, Inc. (“Freestone”), a Nevada corporation, (ii) Environmental Services and Support, Inc. (“Enviro Serv”), a California corporation, and Lawrence Shultz (“Shultz”), an individual, the sole shareholders of all of the issued and outstanding stock of Earth Oil Services, Inc. (“EOSI”), a Nevada corporation.

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement • May 9th, 2006 • Tyco International LTD /Ber/ • Electronic connectors • California
PATENT LICENSE AGREEMENT
Patent License Agreement • February 10th, 2012 • Discount Dental Materials, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California

This Patent License Agreement (the “Agreement”) is hereby entered into effective as of June 10, 2010 (the “Effective Date”), by and between Cerebain Biotech Corp., a California corporation, (hereinafter “Cerebain”) located at 92 Corporate Park, C-141, Irvine, CA 92606, and Dr. Surinder Singh Saini, MD, an individual (hereinafter “Licensor”) located at 1280 Bison Ave., B9-41, Newport Beach, CA 92657. Cerebain and Licensor may each be referred to herein as a “Party” and together as the “Parties.”

REVOLVING CREDIT AGREEMENT between CESCA THERAPEUTICS INC. “Borrower” and BOYALIFE INVESTMENT FUND II, INC. “Lender”
Revolving Credit Agreement • March 10th, 2017 • Cesca Therapeutics Inc. • Laboratory apparatus & furniture • California

THIS AGREEMENT (this “Agreement”), dated as of March 6, 2017 (the “Effective Date”), is made between CESCA THERAPEUTICS INC., a Delaware corporation (“Borrower”), and BOYALIFE INVESTMENT FUND II, INC., an Illinois corporation (“Lender”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • October 14th, 2014 • Compass Group Diversified Holdings LLC • Motor vehicle parts & accessories • California

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of the 10th day of October, 2014 by and among CANDLE LAMP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), CANDLE LAMP COMPANY, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Seller (the “Company”), and SternoCandleLamp Holdings, Inc., a Delaware corporation (“Purchaser”). Each of Westar Capital Associates II, LLC, a Delaware limited liability company (“Westar”), and the Argyros Family Trust (“Argyros Trust”), is a party hereto only for purposes of Section 6.9 and Section 10.11 below. Compass Group Diversified Holdings LLC, a Delaware limited liability company and the parent of Purchaser (“Parent”), is a party hereto only for purposes of Section 10.4(c) and Section 10.10 below. Each of the Seller Guaranty Parties named on Schedule 10.11 and identified on the signature pages hereto is a party hereto only for purposes of Section 10.11 below.

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MEMOGAIN TECHNOLOGY LICENCE AGREEMENT
Technology License Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants herein set forth, the parties hereto have covenanted and agreed as follows:

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