Micrus Endovascular Corp Sample Contracts

Exhibit 4.2 WARRANT AGREEMENT By and Between MICRUS CORPORATION
Warrant Agreement • March 4th, 2005 • Micrus Corp • California
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EXHIBIT 1.1 MICRUS CORPORATION _____ Shares Common Stock(1) UNDERWRITING AGREEMENT
Underwriting Agreement • May 17th, 2005 • Micrus Corp • Surgical & medical instruments & apparatus • Illinois
AGREEMENT
Settlement Agreement • April 13th, 2005 • Micrus Corp • Surgical & medical instruments & apparatus
BACKGROUND
Stockholders' Agreement • March 4th, 2005 • Micrus Corp • California
AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, COPE ACQUISITION CORP., and MICRUS ENDOVASCULAR CORPORATION July 11, 2010
Merger Agreement • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2010 (this “Agreement”), by and among Micrus Endovascular Corporation, a Delaware corporation (the “Company”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Cope Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

Micrus Endovascular Corporation
Retention Agreement • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This letter agreement is in reference to the offer letter between you and Micrus Endovascular Corporation (the “Company”), dated as of November 5, 2003 and amended December 15, 2008 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Cope Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agre

MICRUS ENDOVASCULAR CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 14th, 2007 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Micrus Endovascular Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

LEASE (SINGLE TENANT;STAND-ALONE; NET) BETWEEN
Lease • April 13th, 2005 • Micrus Corp • Surgical & medical instruments & apparatus • California
July 10, 2010 Edward F. Ruppel, Jr. Re: OFFER LETTER Dear Edward:
Offer Letter • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated May 27, 2003 (the “Offer Letter”). This letter agreement amends and supplements the Offer Letter in order to provide for cash severance payments in connection with certain terminations of your employment prior to or following a Change In Control (as defined below). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • June 13th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This Amended and Restated Distribution Agreement (“Agreement”) is made as of this 1st day of November, 2004 by and between: MICRUS CORPORATION, a Delaware corporation, having a principal place of business at 610 Palomar Avenue, Sunnyvale, California 94085, United States , and its subsidiaries (collectively “Micrus”) and NEUROLOGIC (UK) LIMITED, a company organized under the laws of the United Kingdom, and having a principal place of business at Albreda House, Lydgate Lane, Sheffield, S10 5FH, United Kingdom (“Distributor”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This Distribution Agreement ("Agreement") is made as of this 30th day of September, 2009, by and between: MICRUS ENDOVASCULAR CORPORATION, a corporation organized under the laws of Delaware, having its principal place of business at 821 Fox Lane, San Jose, California ("Micrus") and IDS (Hong Kong) Ltd. company organized under the laws of Hong Kong and having a principal place of business at 14/F Li Fung Center, 2 On Ping Street, Siu Lek Yuan, Shatin, Hong Kong (“Distributor”)

Re: OFFER LETTER
Offer Letter • February 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated February 16, 2005 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.

RECITALS
Credit Agreement • March 4th, 2005 • Micrus Corp • California
ARTICLE I. BASIC LEASE PROVISIONS 1 ARTICLE II. PREMISES 3 SECTION 2.1. LEASED PREMISES 3 SECTION 2.2. ACCEPTANCE OF PREMISES 3 SECTION 2.3. BUILDING NAME AND ADDRESS 3 SECTION 2.4. LANDLORD’S RESPONSIBILITIES. 3 ARTICLE III. TERM 4 SECTION 3.1....
Lease Agreement • July 5th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

THIS LEASE is made as of the 6th day of June, 2005, by and between W W/LJ GATEWAYS LTD., a California limited partnership hereafter called “Landlord,” and MICRUS CORPORATION, a Delaware corporation hereafter called “Tenant.”

July 10, 2010 Robert C. Colloton Re: OFFER LETTER Dear Robert:
Offer Letter Amendment • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated February 22, 2005 (the “Offer Letter”) and a letter agreement amending the Offer Letter, dated December 12, 2008 (the “Offer Letter Amendment”). This letter agreement amends the Offer Letter and supersedes the Offer Letter Amendment in order to provide for cash severance payments in connection with certain terminations of your employment prior to or following a Change In Control (as defined below). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.

CONTRACT MANUFACTURING SERVICES AGREEMENT
Contract Manufacturing Services Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each, a “Party” and collectively, the “Parties”).

LICENSE AGREEMENT
License Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Licensee”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each a “Party” and collectively, the “Parties”).

Credit Agreement dated as of November 5, 2008 between Micrus Endovascular Corporation, as Borrower, and Wells Fargo Bank, National Association, as Bank
Credit Agreement • November 10th, 2008 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This Credit Agreement (this “Agreement”) is entered into as of November 5, 2008, by and between Micrus Endovascular Corporation, a Delaware corporation (“Borrower”), and Wells Fargo Bank, National Association (“Bank”).

SUPPORTIVE SERVICES AGREEMENT
Supportive Services Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This Supportive Services Agreement (the “Agreement”) is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each a “Party” and collectively, the “Parties”).

First Amendment to Credit Agreement
Credit Agreement • February 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This First Amendment to Credit Agreement (this “Amendment”) is entered into as of February 3, 2009, between Micrus Endovascular Corporation, a Delaware corporation (“Borrower”), and Wells Fargo Bank, National Association (“Bank”).

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Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 11th, 2008 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of October 2007, by and among Micrus Endovascular Corporation, a Delaware corporation (“Purchaser”), The Cleveland Clinic Foundation, a non-profit Ohio corporation (“Stockholder”) and Revasc Technologies, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.

EMPLOYMENT CONTRACT between
Employment Agreement • March 4th, 2005 • Micrus Corp
Dated September 20, 2005 Share purchase agreement between
Share Purchase Agreement • September 26th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • England
Micrus Endovascular Corporation [ ] Shares Common Stock1 Form of Underwriting Agreement
Underwriting Agreement • June 19th, 2006 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • New York
MICRUS ENDOVASCULAR CORPORATION and BIOTRONIK AG LICENSE, DEVELOPMENT and DISTRIBUTION AGREEMENT As of January 6, 2006
License, Development and Distribution Agreement • June 16th, 2006 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

This LICENSE, DEVELOPMENT AND DISTRIBUTION AGREEMENT (together with the attachments and exhibits hereto, the “Agreement”) is entered into as of January 6, 2006 (the “Effective Date”) by and between Micrus Endovascular Corporation, a corporation established under the laws of Delaware and having its principal place of business at 610 Palomar Avenue, Sunnyvale, CA 94085, USA (“Micrus”); and Biotronik AG, a Swiss corporation having a principal place of business at Ackerstrasse 6, CH-8180 Bülach, Switzerland (“Biotronik”).

AGREEMENT FOR SHARING DEVELOPMENT COSTS
Agreement for Sharing Development Costs • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each, a “Party” and collectively, the “Parties”).

FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • June 11th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

This First Amendment to Technology Transfer Agreement (this “Amendment”) is entered into as of January 28, 2009 by and among Micrus Endovascular Corporation, a Delaware corporation (“Buyer”) and Vascular FX, LLC, a Delaware limited liability company (“Seller”).

Re: OFFER LETTER
Offer Letter • February 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated November 1, 2005 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.

Re: OFFER LETTER
Offer Letter • February 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus

You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated November 5, 2003 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California

This Technology Transfer Agreement (this “Agreement”) is entered into as of July 28, 2005 by and among Micrus Endovascular Corporation, a Delaware corporation (“Buyer”) and Vascular FX, LLC, a Delaware limited liability company (“Seller”), and each of the undersigned members of Seller (each a “Member” and collectively the “Members”).

Contract
Settlement and Release Agreement • November 10th, 2008 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
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