JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2002 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus
ProMed Partners, L.P., ProMed Partners II, L.P., ProMed Management, L.L.C., David B. Musket and Barry Kurokawa each hereby agree that the Amendment No. 1 to Schedule 13G to which this Exhibit is attached and any amendments thereto relating to the acquisition of shares of Common Stock of Physiometrix Inc. is filed jointly on behalf of each such person.
AMENDMENT AStrategic Alliance and Exclusive Distribution Agreement • March 29th, 2001 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus
WHEREAS Physiometrix Inc. ("Physiometrix") and Baxter Healthcare Corporation ("Baxter") entered into a STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT ("Agreement") dated May 31st 2000, and both Physiometrix and Baxter wish to amend the Agreement, the parties agree to amend such Agreement as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
This EMPLOYMENT AGREEMENT dated as of April 29, 2005 is made by and between Physiometrix, Inc., a Delaware corporation having its principal place of business at 5 Billerica Park, 101 Billerica Avenue, North Billerica, MA 01862 (the “Company”), and Daniel W. Muehl (the “Executive”).
AMENDMENT DStrategic Alliance and Distribution Agreement • May 10th, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware
This AMENDMENT D (the “Amendment D”) is made and entered as of the 3rd day of May 2005, by and between Baxter Healthcare Corporation, a Delaware corporation (“Baxter”), and Physiometrix, Inc., a Delaware corporation (“Physiometrix”).
Hospira, Inc.Stockholder Agreement • June 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus
This letter is to confirm our agreement regarding all of the [ ] shares, $.001 par value per share, (“Common Stock”) of Physiometrix, Inc., a Delaware corporation (the “Company”), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the “Shares”). In order to induce Hospira, Inc., a Delaware corporation (“Parent”) to enter into an Agreement and Plan of Merger to be dated as of the date hereof by and among Parent, Patriot Merger Subsidiary Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the Company (the “Merger Agreement”), you hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
AGREEMENT AND PLAN OF MERGER by and among HOSPIRA, INC. (“Parent”), PATRIOT MERGER SUBSIDIARY CORPORATION (“Sub”) and PHYSIOMETRIX, INC. (“Company”) Dated as of May 31, 2005Merger Agreement • June 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2005 (this “Agreement”), is by and among Hospira, Inc., a Delaware corporation (“Parent”), Patriot Merger Subsidiary Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and Physiometrix, Inc., a Delaware corporation (the “Company”, and together with Sub, the “Constituent Corporations”). Certain capitalized terms used herein are defined in Article 1.
EXHIBIT 10.13 AMENDMENT C TO STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT DATED MAY 31, 2000. This AMENDMENT (the "Amendment") is made and entered as of the twelfth day of February, 2003 by and between Baxter Health Care Corporation, a...Strategic Alliance and Exclusive Distribution Agreement • March 28th, 2003 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus
PHYSIOMETRIX, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • December 3rd, 2003 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Common Stock and Warrant Purchase Agreement1(this “Agreement”) is made and entered into as of December 2, 2003, by and among PHYSIOMETRIX, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
RECITALSStrategic Alliance and Exclusive Distribution Agreement • August 14th, 2000 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Delaware
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 20, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, (“Bank”) and PHYSIOMETRIX, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall extend credit to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant to Purchase Stock • May 2nd, 2005 • Physiometrix Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
