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Agreement and Plan of Merger
Agreement and Plan of Merger (347K)
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AGREEMENT AND PLAN OF MERGER
among
ORACLE HEALTHCARE ACQUISITION CORP.,
PTI ACQUISITION SUB, INC.,
and
PRECISION THERAPEUTICS, INC.
Dated as of December 3, 2007
TABLE OF CONTENTS
Page
ARTICLE I. THE MERGER
2
Section 1.1.
The Merger
2
Section 1.2.
Closing
2
Section 1.3.
Effective . . .
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Agreement and Plan of Merger
Agreement and Plan of Merger (4K)
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this �Amendment�) is made and entered into as of January 24, 2008 by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (�Parent�), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (�Merger Sub�), Precision Therapeutics, Inc., a Delaware corporation (the �Company�), and Joel P. Adams (the �Stockholder Representative�). . . .
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Agreement and Plan of Merger
Agreement and Plan of Merger (4K)
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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this �Amendment�) is made and entered into as of January 24, 2008 by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (�Parent�), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (�Merger Sub�), Precision Therapeutics, Inc., a Delaware corporation (the �Company�), and Joel P. Adams (the �Stockholder Representative�). . . .
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Non-Exclusive License Agreement
Non-Exclusive License Agreement (30K)
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NON-EXCLUSIVE LICENSE AGREEMENT
This Agreement is made and entered into as of the 1st day of November, 2007 (�Effective Date�), by and between the University of Pittsburgh � Of the Commonwealth System of Higher Education, a non-profit corporation, organized and existing under the laws of the Commonwealth of Pennsylvania, having an office at 200 Gardner Steel Conference Center, Thackeray and O�Hara Street, Pittsburgh, Pennsylvania 15260 (�University�), and Precision Therapeutics, Inc, having its principal office at 2516 Jane Street, Pittsburgh, PA 15203 (�Licensee�).
WHEREAS, University is . . .
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Oracle Healthcare Acquisition Corp.
Oracle Healthcare Acquisition Corp. (4K)
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787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111
February 6, 2008
Oracle Healthcare Acquisition Corp.
200 Greenwich Ave., 3rd Floor
Greenwich, CT 06830
Re:
Registration Statement on Form S-4
Ladies & Gentlemen:
We have acted as counsel for Oracle Healthcare Acquisition Corp., a Delaware corporation, in connection with (i) the Merger, as defined and described in the Agreement and Plan of Merger, dated as of . . .
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Oracle Healthcare Acquisition Corp.
Oracle Healthcare Acquisition Corp. (4K)
Doc #3286969: Click preview link for longer preview.

787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111
February [ ], 2008
Oracle Healthcare Acquisition Corp.
200 Greenwich Ave., 3rd Floor
Greenwich, CT 06830
Re:
Registration Statement on Form S-4
Ladies & Gentlemen:
We have acted as counsel for Oracle Healthcare Acquisition Corp., a Delaware corporation, in connection with (i) the Merger, as defined and described in the Agreement and Plan . . .
3286969
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Promissory Note
Promissory Note (10K)
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3239554
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Promissory Note
Promissory Note (10K)
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3239555
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Registration Rights Agreement
Registration Rights Agreement (57K)
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of the day of , 2006, by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (the �Company�), and the undersigned parties listed under Investors on the signature page hereto (each, an �Investor� and collectively, the �Investors�).
WHEREAS, the Investors currently hold all of the issued and outstanding securities of the . . .
1324268
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Willkie Farr
As referenced in this Registration Rights Agreement:
Willkie Farr – with an order for next-day delivery.
To the Company:
Oracle Healthcare Acquisition Corp.
200 Greenwich Avenue
3rd Floor
Greenwich, Connecticut 06830
Attention: Joel D. Liffmann
with a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
Attention: William H. Gump
To an Investor, to:
the addresses listed on Exhibit A hereto
6.4. _____________
dt 1501842
|
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 | 2005 |
Registration Rights Agreement
Registration Rights Agreement (54K)
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is entered into as of the day of , 2005, by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (the �Company�), and the undersigned parties listed under Investors on the signature page hereto (each, an �Investor� and collectively, the �Investors�).
WHEREAS, the Investors currently hold all of the issued and outstanding . . .
1324315
| |
Willkie Farr
As referenced in this Registration Rights Agreement:
Willkie Farr – with an order for next-day delivery.
To the Company:
Oracle Healthcare Acquisition Corp.
200 Greenwich Avenue
3rd Floor
Greenwich, Connecticut 06830
Attention: Joel D. Liffmann
with a copy to:
Willkie Farr & Gallager LLP
787 Seventh Avenue
New York, New York 10019-6099
Attention: William H. Gump
To an Investor, to:
the addresses listed on Exhibit A hereto
6.4. _____________
dt 1501844
|
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Stock Escrow Agreement
Stock Escrow Agreement (15K)
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1324263
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Stock Escrow Agreement
Stock Escrow Agreement (15K)
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1324312
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Termination Agreement
Termination Agreement (3K)
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3286954
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Transfer Agent and Registrar Agreement
Transfer Agent and Registrar Agreement (15K)
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1324271
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