AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (together will all Exhibits
hereto, the "Agreement"), dated as of February 25, 2002 among iMedeon Inc., a
Georgia corporation (the "Company"), the stockholders of the Company ("Company
Stockholders"), ViryaNet Ltd., an Israeli company ("Parent"), and ViyraNet
Acquisition, Inc. ("Merger Sub"), a Georgia corporation and a subsidiary of
ViryaNet, Inc., the US subsidiary of Parent. . . .
AGREEMENT AND PLAN OF MERGER
By and Among
VALENTIS, INC., as Parent,
VALENTIS HOLDINGS, INC., as Merger Sub
URIGEN, N. A., INC.
TABLE OF CONTENTS
Closing and Effective Time of Merger
Terms and Conditions of Merger
PROCEDURES; FRACTIONAL SHARES; ADJUSTMENTS, ETC.
Certificates of Urigen Stock
Replacement of Certificates
Dividends and . . .
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the ï¿½Agreementï¿½) is made as of the 27th day of October, 2006, by and between Valentis, Inc., a Delaware corporation (ï¿½Sellerï¿½), and Juvaris BioTherapeutics, Inc., a Delaware corporation (ï¿½Purchaserï¿½).
WHEREAS, Seller is a biotechnology company that was engaged in the development of innovative products for peripheral arterial disease (ï¿½PADï¿½). On July 11, 2006, Seller announced that no statistically significant difference was seen in the primary endpoint or any of the secondary endpoints in its Phase IIb clinical . . .
AMENDMENT NO. 1
Asset Purchase Agreement
by and between Medarex, Inc. and Valentis, Inc.
THIS AMENDMENT No. 1 TO THE ASSET PURCHASE AGREEMENT (ï¿½Amendment No. 1ï¿½) is made and entered into as of January 26, 2007 (ï¿½First Amendment Effective Dateï¿½), by and between Medarex, Inc. (ï¿½Medarexï¿½ or ï¿½Buyerï¿½ and Valentis, Inc. (ï¿½Valentisï¿½ or ï¿½Sellerï¿½), each a Party and, collectively ï¿½Parties.ï¿½
Capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the meanings set forth in the Collaboration Agreement, with an original Effective . . .
ASSET TRANSFER AGREEMENT
JUVARIS BIOTHERAPEUTICS, INC.
DATED AS OF OCTOBER 27, 2006
ARTICLE I. SALE AND PURCHASE OF ASSETS
Purchase and Sale
Allocation of Purchase Price
Transfer of Assets
. . .
COBRA BIOLOGICS LIMITED
DATED AS OF AUGUST 7, 2006
BUSINESS OPPORTUNITY AGREEMENT
This BUSINESS OPPORTUNITY AGREEMENT, dated as of June 29, 2001 (this
"Agreement"), is among ANKER COAL GROUP, INC., a Delaware corporation (the
"Company"), the Persons (as defined below) who have executed this Agreement as
shareholders of the Company (collectively, the "Shareholders"), the Persons who
have executed this Agreement as holders of the Company's 14.25% Series B Second
Priority Senior Secured Notes due 2001 (collectively, the "Bondholders"),
Wexford Capital LLC, a Connecticut . . .
LEASE TERMINATION AGREEMENT
THIS LEASE TERMINATION AGREEMENT (this "Agreement") is entered into as of the Reference Date by and between Landlord and Tenant, with reference to the following:
1. General Terms.
(a) Pursuant to the Lease, Landlord, as successor in-interest to The Woodlands Corporation, leased to GeneMedicine, Inc. and GeneMedicine, Inc. leased from Landlord, the Premises located in the Building upon the terms and at the rental more particularly set forth in the Lease.
(b) Tenant, formerly known as Megabios Corp., is the successor in interest to GeneMedicine, Inc. under the Lease.
(c) Tenant desires to terminate the Lease, and Landlord is willing to agree to a termination of the Lease subject to the terms and conditions set forth in this Agreement and the Stock Issuance and Restriction Agreement. Capitalized terms used in this Agreement, unless expressly provided otherwise in this Agreement, shall have the same meanings given to such terms in the Lease.
3. Termination. For good and valuable consideration, the receipt and adequacy of which are acknowledged, the Lease is terminated as of the Termination Date subject to the conditions set forth in this Agreement and the Stock Issuance and Restriction Agreement. Thereafter, Tenant shall have no further right to occupy and/or use the Premises. After the Termination Date and Tenant's payment of the Termination Fee, neither Tenant nor Landlord shall have any further liability or obligation to the
other with respect to the Lease, except as expressly set forth in this Agreement and the Stock Issuance and Restriction Agreement.
4. Tenant's Obligations. By the Termination Date, Tenant shall have (a) peaceably vacated and surrendered the Premises to Landlord; (b) paid to Landlord the Termination Fee; (c) removed from the Premises all persons occupying and using the Premises by, through or under Tenant and removed from the Premises all personal property (other than fixtures) owned by Tenant; and (d) returned to Landlord all suite keys, restroom keys and security cards issued to Tenant in connection with its use of the Premises, all of the foregoing being subject to the satisfaction of Landlord.
5. Mutual Release. Effective on the Termination Date:
(a) Tenant, on behalf of itself and its partners, officers, directors, agents, employees, successors in interest and assigns, releases and discharges Landlord, its affiliates, subsidiaries and designated property management construction and marketing firms, and their respective partners, members, officers, directors, agents, employees, contractors, successors in interest and assigns, from and against any and all claims, demands, causes of action, liabilities and obligations, known and unknown, foreseen and unforeseen, direct and indirect, in any way arising out of or relating to the Lease and/or Tenant's use and occupancy of the Premises; it being the express intention of the parties that the foregoing shall be deemed to be a full and general release, except for the provisions of this Agreement and the Stock Issuance and Restriction Agreement.
(b) Landlord, on behalf of itself and its affiliated companies, partners, officers, directors, agents, employees, successors in interest and assigns, releases and discharges Tenant and Tenant's partners, officers, directors, agents, employees, successors in interest and assigns from and against any and all claims, demands, causes of action, liabilities and obligations, known and unknown, foreseen and unforeseen, direct and indirect, in any way arising out of or relating to the Lease and/or Tenant's use and occupancy of the Premises; it being the express intention of the parties that the foregoing shall be deemed to be a full and general release, except for the following items which shall survive the termination of the Lease: (i) Tenant's obligations under the Lease which accrue prior to the Termination Date other than the obligation to pay Base Rent or Additional Rent; (ii) Tenant's obligations under the Lease which pertain to the vacation or condition of the Premises, insurance, indemnification and any other provisions which expressly survive the termination of the Lease other than the obligation to pay Base Rent or Additional Rent; and (iii) the provisions of this Agreement and the Stock Issuance and Restriction Agreement.
6. Access. Landlord may prohibit access by Tenant to the Premises after the Termination Date by changing the locks to the Premises or by any other means permitted by the Lease, at law or in equity.
7. Removal of Property.
(a) Notwithstanding anything in the Lease to the contrary, all permanent or built-in fixtures or improvements, all mechanical, electrical and plumbing equipment, all furnishings, equipment, furniture, trade fixtures and other equipment in the Premises shall be and become the property of Landlord as of the Termination Date.
(b) If any furnishings, equipment, furniture, trade fixtures or other equipment are located on the Premises on the Termination Date, Tenant grants to Landlord the option, exercisable at any time thereafter without the requirement of any notice to Tenant, (i) to treat such property, or any part of such property, as being abandoned by Tenant to Landlord, in which event Landlord shall be deemed to have full rights of ownership in such abandoned property; provided however, that Landlord shall not assume title to, or an ownership interest in, and Tenant shall be liable for the cleanup and removal of, any "solid waste," or other material which is regulated as hazardous by any applicable environmental, health or safety laws which by, through, or under Tenant was caused to be located on the Premises, and
LICENSE AND OPTION AGREEMENT
THIS LICENSE AND OPTION AGREEMENT (Agreement) effective as of December 19, 2002 (Effective Date), is made and entered into by and between VALENTIS, INC., a Delaware corporation, having its principal place of business at 863A Mitten Road, Burlingame, CA 94010, USA (Valentis) and SCHERING AG, a German corporation having its principal place of business at Mllerstrasse 178, 13353 Berlin, Germany (Schering). Valentis and Schering each may be referred to herein individually as a Party, or collectively as the Parties.
A. Valentis owns or otherwise controls certain intellectual property and other rights in and to technologies relating to the delivery and expression of genes, that may have substantial commercial value; and
B. Schering desires to obtain from Valentis a license and options to use such delivery technologies to do research on, develop, make, have made, use and sell pharmaceutical products; and
C. Valentis is willing to grant such license and options to Schering on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, Valentis and Schering hereby agree as follows:
As used in this Agreement, the following terms shall have the meanings indicated:
This License Agreement (the ï¿½Agreementï¿½), effective as of October 27, 2006 (the ï¿½Effective Dateï¿½), is entered into by and between Valentis, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (ï¿½Valentisï¿½) and Juvaris BioTherapeutics, Inc., a Delaware corporation having offices at 6200 Stoneridge Mall Road, Suite 3F, Pleasanton, CA 94588 (ï¿½Juvarisï¿½). All references to Valentis and Juvaris in this Agreement shall include their Affiliates (as defined below).
A. . . .
This License Agreement (the ï¿½Agreementï¿½), effective as of October 23, 2006 (the ï¿½Effective Dateï¿½), is entered into by and between Vical, Inc., a Delaware corporation having offices at 863A Mitten Road, Burlingame, California 94010 (ï¿½Valentisï¿½) and Vical Incorporated, a Delaware corporation having offices at 10309 Pacific Center Court (ï¿½Vicalï¿½). All references to Valentis and Vical in this Agreement shall include their Affiliates (as defined below).
A. Valentis is the owner or . . .
URIGEN HOLDINGS INC.
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
CASE NOs. SD2003-049 and SD2004-134
?Novel Intravesical Therapy For Immediate Symptom Relief And Chronic TherapyIn Interstitial Cystitis Patients?
This License Agreement (the ï¿½Agreementï¿½) is made and entered into as of May 12, 2006 (the ï¿½Effective Dateï¿½), by and between Kalium, Inc., a corporation organized under the laws of the State of California (ï¿½KALIUMï¿½), having a registered address at 5197 Alta Vista Street, San Diego, California, USA, 92019, and Urigen Holdings Inc., a corporation organized under the laws of British Columbia, Canada (ï¿½URIGENï¿½), having an office of registered and records office at 25th Floor, 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3, Canada. KALIUM and URIGEN may . . .
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