SENORX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 26th, 2006 • Senorx Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT is entered into, effective as of __________, 2006 by and between SenoRx, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.
EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENTBorrower Agreement • October 2nd, 2008 • Senorx Inc • Surgical & medical instruments & apparatus
THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entity identified as Borrower on the signature page hereof (“Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 21st, 2007 • Senorx Inc • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and SENORX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SENORX, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 29th, 2008 • Senorx Inc • Surgical & medical instruments & apparatus • California
This Change in Control Agreement (the “Agreement”) is made and entered into by and between Paul Lubock (“Executive”) and SenoRx, Inc. (the “Company”), effective as of August 26, 2008 (the “Effective Date”).
LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)Loan and Security Agreement • October 2nd, 2008 • Senorx Inc • Surgical & medical instruments & apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) (“EX-IM AGREEMENT”) dated as of the Closing Date, between SILICON VALLEY BANK (“Bank”), California Corporation, and SENORX, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
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 ARTICLE III. TERM 4 SECTION 3.1. GENERAL 4 SECTION 3.2. DELAY IN POSSESSION 4...Lease • March 10th, 2008 • Senorx Inc • Surgical & medical instruments & apparatus • California
THIS LEASE is made as of the 5th day of March, 2008 by and between THE IRVINE COMPANY LLC, a Delaware limited liability company hereafter called “Landlord,” and SENORX, INC., a Delaware corporation, hereinafter called “Tenant.”
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 25th, 2006 • Senorx Inc • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED
LOAN AND SECURITY AGREEMENT Dated as of December 27, 2004 between SENORX, INC. a Delaware corporation as “Borrower”, and VENTURE LENDING & LEASING IV, INC. a Maryland corporation as “Lender”Loan and Security Agreement • May 25th, 2006 • Senorx Inc • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
CONVERTIBLE SUBORDINATED NOTE AGREEMENTConvertible Subordinated Note Agreement • May 25th, 2006 • Senorx Inc • California
The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement that relates to either party’s rights and/or obligations under this Agreement and/or the Note. To have such a dispute resolved by this Alternative Dispute Resolution (“ADR”) provision, a party first must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected Subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to “days” in this ADR provision are to calendar days).
SenoRx, Inc. Common Stock UNDERWRITING AGREEMENT dated , 2006 Banc of America Securities LLC Citigroup Global Markets Inc.Underwriting Agreement • August 9th, 2006 • Senorx Inc • Surgical & medical instruments & apparatus • New York
LOAN AND SECURITY AGREEMENT SENORX, INC.Loan and Security Agreement • February 21st, 2007 • Senorx Inc • Surgical & medical instruments & apparatus • California
This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between ESCALATE CAPITAL I, L.P. (“Lender”), whose address is 2400 Sand Hill Road, Suite 201, Menlo Park, California 94025, and SENORX, INC. (“Borrower”), whose address is 11 Columbia, Suite A, Aliso Viejo, California 92656 provides the terms on which Lender will lend to Borrower and Borrower will repay Lender. The parties agree as follows:
Distribution AgreementDistribution Agreement • May 25th, 2006 • Senorx Inc • Florida
This Agreement is made and entered into this 11th day of June 2003 (the “Effective Date”), by and between SenoRx, Inc, a Delaware Corporation, with a facility at 11 Columbia, Aliso Viejo, CA 92656, USA (hereinafter “SENORX”) and W.O.M. WORLD OF MEDICINE USA, Inc, 4531 36th street, Orlando, FL 32811, U.S.A. and W.O.M. WORLD OF MEDICINE AG, Kaiserin-Augusta-Allee 113, 10553 Berlin, Germany (hereinafter collectively referred to as “W.O.M.”).
ContractWarrant Agreement • February 21st, 2007 • Senorx Inc • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 OF THIS WARRANT, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
SETTLEMENT AGREEMENTSettlement Agreement • May 25th, 2006 • Senorx Inc
This Settlement Agreement is made and is effective as of this 22 day of May, 2006 (the “Effective Date”), by and between Suros Surgical Systems, Inc., having a place of business at 6100 Technology Center Drive, Indianapolis, Indiana, 46278 (“Suros”) and SenoRx, Inc., having a place of business at 11 Columbia, Suite A, Aliso Viejo, California, 92656 (“SenoRx”). Suros and SenoRx are referred to collectively as the “Parties” and individually as a “Party.”
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 25th, 2006 • Senorx Inc • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is entered into as of May 3, 2006 by and among SenoRx, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s capital stock (collectively, the “Investors”).
ContractLoan and Security Agreement • May 25th, 2006 • Senorx Inc • California
This LOAN AND SECURITY AGREEMENT dated March 15, 2002, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and SENORX, INC. (“Borrower”), whose address is 11 Columbia, Suite A, Aliso Viejo, California 92656, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2008 • Senorx Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of September 30, 2008, by and between Silicon Valley Bank (“Bank”) and SenoRx, Inc., a Delaware corporation (“Borrower”) whose address is 3 Morgan, Irvine, California 92618.
AGREEMENT AND PLAN OF MERGER dated as of May 4, 2010 by and among SENORX, INC., C. R. BARD, INC. and RAPTOR ACQUISITION CORP.Merger Agreement • May 5th, 2010 • Senorx Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 4, 2010, is entered into by and among SENORX, INC., a Delaware corporation (the “Company”), C. R. BARD, INC., a New Jersey corporation (“Parent”) and RAPTOR ACQUISITION CORP., a Delaware corporation indirectly wholly-owned by Parent (“Merger Sub”).
AGREEMENT FOR VACUUM ASSISTED BREAST BIOPSY NEEDLE, SYSTEM, AND ACCESSORY PRODUCTS between KP SELECT, INC. and SENORX, INC. DATED: April 1, 2005Agreement for Vacuum Assisted Breast Biopsy Needle, System, and Accessory Products • May 25th, 2006 • Senorx Inc • California
This Agreement for Vacuum Assisted Breast Biopsy Needle, System, and Accessory Products (the “Agreement”), effective as of April 1, 2005 (the “Effective Date”), is between KP Select, Inc., a Delaware corporation with offices at 13727 Noel Road, Suite 1400, Dallas, Texas 75240 (“KPS”), and SenoRx, Inc., a Delaware corporation with offices at 11 Columbia, Aliso Viejo, California 92656 (“Supplier”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 25th, 2006 • Senorx Inc • California
This Agreement is executed effective as of the 1st day of May, 1999 (the “Effective Date”) by and between SenoRx, Inc., a Delaware corporation (the “Company”) and Lloyd Malchow (the “Executive”).
