Conor Medsystems Inc Sample Contracts

CONOR MEDSYSTEMS, INC. [ ] Shares1 Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • New York
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INDEMNITY AGREEMENT
Indemnification Agreement • November 24th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT is made and entered into this day of , 2004 by and between CONOR MEDSYSTEMS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).

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AGREEMENT AND PLAN OF MERGER Dated as of November 16, 2006, Among JOHNSON & JOHNSON, CYPRESS ACQUISITION SUB, INC. And CONOR MEDSYSTEMS, INC.
Merger Agreement • November 17th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 16, 2006, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), CYPRESS ACQUISITION SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and CONOR MEDSYSTEMS, INC., a Delaware corporation (the “Company”).

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LEASE AGREEMENT BASIC LEASE INFORMATION
Lease Agreement • September 22nd, 2004 • Conor Medsystems Inc • California
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CONOR MEDSYSTEMS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Stock Option Agreement • November 24th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Conor Medsystems, Inc. (the “Company”) has granted you an option under its 2004 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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Australia Distribution Agreement
Distribution Agreement • December 10th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • New York

This Distributor Agreement (“Agreement”) is made effective as of this 19th day of November, 2004 between Conor Medsystems Ireland, Ltd. (“Supplier”), an Irish corporation, having offices at 30 Herbert Street, Dublin 2, Ireland and St. Jude Medical Australia Pty Ltd. (“Distributor”), a Victoria corporation, located at Level One, 290 Burns Bay Road, Lane Cove NSW 2066, Australia.

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INTERNATIONAL DISTRIBUTION AGREEMENT BETWEEN CONOR MEDSYSTEMS, INC. AND INTERVENTIONAL TECHNOLOGIES PVT., LTD.
International Distribution Agreement • December 10th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

THIS INTERNATIONAL DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2004, by and between CONOR MEDSYSTEMS IRELAND, LTD., an Irish corporation having its offices at 30 Herbert Street, Dublin 2, Ireland (“Conor”), and INTERVENTIONAL TECHNOLOGIES, PVT., LTD., an Indian corporation having its offices in Mumbai, India 201, Steel House, 2nd Floor 24, Mahal Industrial Estate, Mahakali Caves Road, Andheri(E) Mumbai-400 093 (the “Distributor”).

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CONOR MEDSYSTEMS, INC.
Stock Option Agreement • November 24th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

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CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • November 24th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • Minnesota

This Agreement is made effective the 22nd day of November, 2004 by and between St. Jude Medical, Inc., a Minnesota corporation whose principal offices are located at One Lillehei Plaza, St. Paul, MN 55117 (“Lender”) and Conor Medsystems, Inc., a Delaware corporation whose principal offices are located at 1003 Hamilton Court, Menlo Park, CA 94025 (“Borrower”).

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CONOR MEDSYSTEMS, INC, EMPLOYMENT, CONFIDENTIAL INFORMATION, AND INVENTION ASSIGNMENT AGREEMENT
Employment Agreement • March 16th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

As a condition of my employment with Conor Medsystems, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

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Distribution Agreement
Distribution Agreement • December 10th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • New York

This document and all the information contained herein are the Confidential Information (as defined herein) of each of BIOTRONIK AG and Conor Medsystems Ireland, Ltd.

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COLLABORATIVE LICENSE AND SUPPLY AGREEMENT
Collaborative License and Supply Agreement • December 10th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

THIS COLLABORATIVE LICENSE AND SUPPLY AGREEMENT (“Agreement”) is entered into this 4th day of April, 2003, and shall be effective as of the date of the last signature below (the “Effective Date”) by and between CONOR MEDSYSTEMS, INC. (“Conor”), a Delaware corporation, with offices at 1360 Willow Road, Second Floor, Menlo Park, California 94025 and PHYTOGEN INTERNATIONAL LLC (“Phytogen”), a limited liability company existing under the laws of Wyoming, having its principal office at First Floor, Unit 41, The Business Centre, Stadium Business Park, Ballycoolin, Dublin 11, Ireland.

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CHIEF EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • September 30th, 2005 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

This Chief Executive Officer Change of Control and Severance Agreement (the “Agreement”) is made and entered into as of September 27, 2005, by and between Conor Medsystems, Inc., a Delaware corporation (the “Company”), and Frank Litvack, M.D. (the “Executive”).

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 22nd, 2004 • Conor Medsystems Inc • California

This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of July 30, 2004 by and among Conor Medsystems, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A attached hereto (each individually referred to as an “Investor” and collectively the “Investors”).

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Conor Letterhead]
Indemnification Agreement • December 10th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

In connection with the execution and delivery of that certain Underwriting Agreement, dated as of December , 2004, by and among you, as the Selling Stockholder, Conor Medsystems, Inc. (the “Company”) and the Underwriters named therein, a copy of which is attached as Exhibit A hereto (the “Underwriting Agreement”), the Company has agreed to provide you with the following indemnification rights:

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INTERNATIONAL DISTRIBUTION AGREEMENT BETWEEN CONOR MEDSYSTEMS IRELAND LTD. AND INTERVENTIONAL TECHNOLOGIES LIMITED
International Distribution Agreement • August 9th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

THIS INTERNATIONAL DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of April 1, 2006, by and between CONOR MEDSYSTEMS IRELAND LTD., an Irish corporation having its offices at IDA Business and Technology Park, Garrycastle, Athlone, County Westmeath, Ireland (“Conor”), and INTERVENTIONAL TECHNOLOGIES LIMITED, an Indian corporation having its offices in Mumbai, India 201, Steel House, 2nd Floor 24, Mahal Industrial Estate, Mahakali Caves Road, Andheri(E) Mumbai-400 093 (the “Distributor”).

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Conor Medsystems, Inc. EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
Employment Agreement • September 22nd, 2004 • Conor Medsystems Inc • California

As a condition of my employment with Conor Medsystems, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

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CONOR LETTERHEAD]
Distribution Agreement • September 22nd, 2004 • Conor Medsystems Inc

Conor Medsystems Ireland, Ltd. (“Conor”) and Biotronik AG (“Biotronik”) are parties to a Distribution Agreement dated May 25, 2004 (the “Agreement”). By this letter agreement (the “Amendment”), effective as of the date of this letter, Conor and Biotronik hereby agree to amend the Agreement as follows:

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EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENT
Executive Change of Control Severance Agreement • September 30th, 2005 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

This Executive Change of Control Severance Agreement (the “Agreement”) is made and entered into as of September 27, 2005, by and between Conor Medsystems, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

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AMENDMENT NO. 1 TO INTERNATIONAL DISTRIBUTION AGREEMENT SEPTEMBER 26, 2006 (“AMENDMENT NO. 1 EFFECTIVE DATE”)
International Distribution Agreement • November 9th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

THIS AGREEMENT serves as Amendment No. 1 (“Amendment No. 1”) to the International Distribution Agreement dated April 27, 2006, by and between Interventional Technologies Limited (“IVT”), and Conor Medsystems Ireland Limited, an Irish limited company (“Conor”).

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September 27, 2005 VIA HAND DELIVERY Frank Litvack, M.D. Conor Medsystems, Inc.
Employment Agreement • September 30th, 2005 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

As we discussed, this letter (the “Agreement”) sets forth the new terms and conditions of your employment relationship with Conor Medsystems, Inc. (the “Company”). On September 27, 2005, these terms and conditions were approved by the Company’s Compensation Committee (“Committee”) of the Board of Directors (“Board”). Except as expressly stated herein, this Agreement supersedes and replaces all previous agreements between you and the Company, including but not limited to the Engagement Letter dated January 1, 2002, your Contract Extension dated August 7, 2003 and your letter agreement dated March 4, 2005. As noted below, your current stock option grants are not affected by this Agreement. The terms contained in this Agreement will become effective as of the date that both you and the Company sign this Agreement (the “Effective Date”).

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EXECUTIVE OFFICER AGREEMENT
Executive Officer Agreement • November 24th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • California

This Executive Officer Agreement (the “Agreement”) is made and entered into as of , 20 , by and between Conor Medsystems, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

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SECURITY AGREEMENT
Security Agreement • September 22nd, 2004 • Conor Medsystems Inc • California

This Security Agreement is made as of August 2, 2002, between Conor Medsystems, Inc., a Delaware corporation (the “Pledgee”), and John F. Shanley (the “Pledgor”).

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First Amendment to Lease Agreement
Lease Agreement • May 10th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

This First Amendment To Lease Agreement (the “Agreement”) is made and entered into as of March 31, 2005, by and between WILLOW PARK HOLDING COMPANY II, LLC, a Delaware limited liability company (“Landlord”), and Conor Medsystems, Inc., a Delaware corporation (“Tenant”), with reference to the following facts.

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CONOR MEDSYSTEMS, INC. STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)
Stock Option Agreement • November 24th, 2004 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Conor Medsystems, Inc. (the “Company”) has granted you an option under its 2004 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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March 4, 2004 VIA HAND DELIVERY Frank Litvack Conor Medsystems, Inc.
Employment Agreement • September 22nd, 2004 • Conor Medsystems Inc

As we discussed, this letter (the “Agreement”) sets forth the new terms and conditions of your employment relationship with Conor Medsystems, Inc. (the “Company”). On March 4, 2004, these terms and conditions were approved by the Company’s Board of Directors (“Board”). Except as expressly stated herein, this Agreement supersedes and replaces all previous agreements between you and the Company, including but not limited to your Engagement Letter dated January 1, 2002 and your Contract Extension dated August 7, 2003. As noted below, your current stock option grants are not affected by this Agreement. The terms contained in this Agreement will become effective as of the date that both you and the Company sign this Agreement (the “Effective Date”).

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Contract
Lease Agreement • July 24th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus

THIS LEASE is made the 29th day of March 2005 BETWEEN J.J. RHATIGAN & COMPANY LIMITED having its registered office at Wolfe Tone House, Fr. Griffin Road, Galway (hereinafter called “the Landlord”) of the First Part CONOR MEDSYSTEMS, INC. having its registered office at 1003 Hamilton Court, Menlo Park, CA 94025, U.S.A. (hereinafter called “the Guarantor”) of the Second Part and CONOR MEDSYSTEMS IRELAND LIMITED having its Registered Office at 30 Herbert Street, Dublin 2 (hereinafter called “the Tenant”) of the Third Part.

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CONOR MEDSYSTEMS, INC. 3,500,000 Shares1 Common Stock ($0.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • July 27th, 2006 • Conor Medsystems Inc • Surgical & medical instruments & apparatus • New York
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