VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • April 5th, 2005 • Cryocor Inc • Connecticut
AGREEMENT AND PLAN OF MERGER Among BOSTON SCIENTIFIC SCIMED, INC., PADRES ACQUISITION CORP. and CRYOCOR, INC. Dated as of April 15, 2008Merger Agreement • April 17th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2008 (the “Agreement Date”), among Boston Scientific Scimed, Inc. a Minnesota corporation (“Parent”), Padres Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and CryoCor, Inc., a Delaware corporation (the “Company”) (including the annex, exhibits and schedules hereto, this “Agreement”).
CONTRIBUTION AGREEMENTContribution Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This Contribution Agreement (this “Agreement”) is entered into as of August 31st, 2000 (the “Effective Date”) by and between CryoCor, Inc., a Delaware corporation (the Company”), and Cryogen, Inc., a California corporation (“Cryogen”).
INDUSTRIAL LEASE (Multi-Tenant; Net) “AS-IS” BETWEEN THE IRVINE COMPANY AND CRYOCOR, INC.Industrial Lease • May 10th, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS LEASE is made as of the 1st day of November, 2000, by and between THE IRVINE COMPANY, hereafter called “Landlord,” and CRYOCOR, INC., a Delaware corporation, hereinafter called “Tenant.”
LICENSE AGREEMENTLicense Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This License Agreement (“Agreement”) is entered into effective as of this 31st day of August, 2000 (“Effective Date”), by and between Cryogen, Inc., a California corporation (“Cryogen”), and CryoCor, Inc., a Delaware corporation (“CryoCor”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 25th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • Delaware
STOCKHOLDERS AGREEMENT dated as of April 15, 2008 (this “Agreement”), among (i) Boston Scientific Scimed, Inc., a Minnesota corporation (“Parent”), (ii) Padres Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and (iii) each of the parties identified on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), as stockholders of CryoCor, Inc., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 22nd, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 21, 2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation and with a loan production office located at 4445 Eastgate Mall Boulevard, Suite 110, San Diego, California 92121 (“SVB”), as agent (the “Agent”), and the Lenders listed on Schedule 1.1 thereof and otherwise party hereto, including without limitation, SVB, OXFORD FINANCE CORPORATION, (“Oxford”), ATEL VENTURES, INC. (“ATEL”) and CRYOCOR, INC., a Delaware corporation (“Borrower”), provides the terms on which Lenders shall lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
CRYOCOR, INC. INDEMNITY AGREEMENTIndemnification & Liability • April 5th, 2005 • Cryocor Inc • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this [ ] day of [ ], 2005 by and between CRYOCOR, INC., a Delaware corporation (the “Company”), and [ ] (“Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This Second Amendment (the “Amendment”) to the Employment Agreement (the “Agreement”) dated January 17, 2005, by and between CryoCor, Inc., a Delaware corporation (the “Company”), and Edward F. Brennan (the “Executive”), as amended, is entered into effective as of December 12, 2007 (the “Effective Date”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Executive Employment Agreement (“Agreement”) is made effective as of September 5, 2007 (“Effective Date”), by and between CryoCor, Inc. (“CryoCor”) and Helen Barold (“Barold”) and amends, restates and supersedes in its entirety the Executive Employment Agreement by and between CryoCor and Barold dated August 30, 2007. This Agreement also supersedes in its entirety the Employment Offer Letter by and between CryoCor and Barold dated August 3, 2006.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 28, 2007, is entered into by and between CryoCor, Inc., a Delaware corporation (the “Company”), and Boston Scientific Scimed, Inc., a Minnesota corporation (“Purchaser”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Common Stock Purchase Agreement dated as of even date herewith, by and between the Company and Purchaser (the “Purchase Agreement”).
COMPANY LETTERHEAD]Executive Employment Agreement • November 3rd, 2006 • Cryocor Inc • Surgical & medical instruments & apparatus
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2005 • Cryocor Inc • California
This Executive Employment Agreement (“Agreement”) is made effective as of November 12, 2004 (“Effective Date”), by and between CryoCor, Inc. (“CryoCor”) and David Lentz (“Lentz”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This Second Amendment (the “Amendment”) to the Executive Employment Agreement (the “Agreement”) dated July 1, 2004, by and between CryoCor, Inc., a Delaware corporation (“CryoCor”), and Gregory J. Tibbitts (“Tibbitts”), as amended, is entered into effective as of December 12, 2007 (the “Effective Date”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 29th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2007, is entered into by and between CryoCor, Inc., a Delaware corporation (the “Company”) and Boston Scientific Scimed, Inc., a Minnesota corporation (“Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2005 • Cryocor Inc • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of January 17, 2005 (the “Effective Date”), by and between CryoCor, Inc., a Delaware corporation (the “Company”), and Edward Brennan (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
CRYOCOR, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 4, 2003Investors’ Rights Agreement • April 5th, 2005 • Cryocor Inc • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 4th day of June, 2003, by and between CryoCor, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule A hereto (the “Prior Investors”) and the investors listed on Schedule B hereto, each an “Investor” and collectively the “Investors”.
DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • August 10th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • New York
This DEVELOPMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into as of June 28, 2007 (the “Effective Date”), by and among (i) CryoCor, Inc., a Delaware corporation, having a principal place of business at 9717 Pacific Heights Boulevard, San Diego, California 92121 (“CryoCor”), (ii) Boston Scientific Corporation, a Delaware corporation having a principal place of business at One Boston Scientific Place, Natick, Massachusetts 01760 (“BSC”), and (iii) Boston Scientific Scimed, Inc., a Minnesota corporation having a principal place of business at One Scimed Place, Maple Grove, Minnesota 55311 (“BSS”).
SECOND AMENDMENT TO LEASELease • November 14th, 2006 • Cryocor Inc • Surgical & medical instruments & apparatus
SECURITIES PURCHASE AGREEMENT among CRYOCOR, INC. and THE PURCHASERS NAMED HEREIN Dated as of April 20, 2007Securities Purchase Agreement • April 25th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 20, 2007, between CRYOCOR, INC., a Delaware corporation (the “Company”), and the PURCHASERS named on the signature page hereto (individually a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • June 22nd, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, 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.
FOURTH AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2005 • Cryocor Inc • California
This Amended and Restated Executive Employment Agreement (“Agreement”) is made effective as of November 30, 2002 (the “Effective Date”), between CryoCor, Inc., a Delaware corporation, hereinafter referred to as “CryoCor,” and Gregory M. Ayers, hereinafter referred to as “Ayers.”
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This First Amendment (the “Amendment”) to the Executive Employment Agreement (the “Agreement”) dated July 1, 2004, by and between CryoCor, Inc., a Delaware corporation (“CryoCor”), and Gregory J. Tibbitts (“Tibbitts”), is entered into effective as of August 31, 2007 (the “Effective Date”).
COMPANY LETTERHEAD]Executive Employment Agreement • March 22nd, 2006 • Cryocor Inc • Surgical & medical instruments & apparatus
As you know, you and CryoCor, Inc. (“CryoCor”) entered into a Fourth Amended And Restated Executive Employment Agreement on November 30, 2002, which was amended June 30, 2004 (collectively the “Agreement”). The purpose of this letter is to set forth an additional amendment to the Agreement, the terms of which are set forth below. Except as specifically amended by this letter, the terms of the Agreement shall remain in full force and effect. You will continue to serve as a Class III Director of CryoCor until your resignation, non-election or removal by CryoCor’s stockholders from that position, regardless of whether you also continue to serve as a CryoCor employee. You and CryoCor acknowledge and agree that, under current Delaware law and CryoCor’s current certificate of incorporation, CryoCor’s Directors may only be removed as such by CryoCor’s stockholders for cause.
3,000,000] Shares CryoCor, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • New York
CryoCor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to the several underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom W.R. Hambrecht + Co., LLC, First Albany Capital Inc. and Roth Capital Partners, LLC are acting as representatives (the “Representatives”), an aggregate of [3,000,000] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [450,000] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are herein, collectively, called the “Shares
COMMITMENT AGREEMENTCommitment Agreement • June 10th, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS COMMITMENT AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2005 by and among CryoCor, Inc., a Delaware corporation (the “Company”), and the parties (collectively, the “Purchasers”) set forth on the Schedule of Purchasers attached as EXHIBIT A hereto (the “Schedule of Purchasers”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2007 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This First Amendment (the “Amendment”) to the Employment Agreement (the “Agreement”) dated January 17, 2005, by and between CryoCor, Inc., a Delaware corporation (the “Company”), and Edward F. Brennan (the “Executive”), is entered into effective as of August 31, 2007 (the “Effective Date”).
RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This Research and Development Agreement (the “Agreement”) is made and entered into as of August 31, 2000 (the “Effective Date”), by and between Cryogen, Inc., a California corporation (“Cryogen”), and CryoCor, Inc., a Delaware corporation (“CryoCor”).
SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This Second Amendment (the "Amendment") to the Amended and Restated Executive Employment Agreement (the "Agreement") dated September 5, 2007, as amended, by and between CryoCor, Inc., a Delaware corporation ("CryoCor"), and Helen Barold ("Barold"), is entered into effective as of February 12, 2008 (the "Effective Date").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 5th, 2005 • Cryocor Inc • California
This Executive Employment Agreement (“Agreement”) is made effective as of July 1, 2004 (“Effective Date”), by and between CryoCor, Inc. (“CryoCor”) and Gregory Tibbitts (“Tibbitts”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 25th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 15, 2008 (the “Agreement Date”), among Boston Scientific Scimed, Inc. a Minnesota corporation (“Parent”), Padres Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and CryoCor, Inc., a Delaware corporation (the “Company”) (including the annex, exhibits and schedules hereto, this “Agreement”).
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • California
This First Amendment (the “Amendment”) to the Amended and Restated Executive Employment Agreement (the “Agreement”) dated September 5, 2007, by and between CryoCor, Inc., a Delaware corporation (“CryoCor”), and Helen Barold (“Barold”), is entered into effective as of December 12, 2007 (the “Effective Date”).
THIRD AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus
This Third Amendment (the "Amendment") to the Amended and Restated Executive Employment Agreement (the "Agreement") dated September 5, 2007, as amended, by and between CryoCor, Inc., a Delaware corporation ("CryoCor"), and Helen Barold ("Barold"), is entered into effective as of April 23, 2008 (the "Effective Date").
CryoCor, Inc. RESTRICTED STOCK BONUS AGREEMENTRestricted Stock Bonus Agreement • May 15th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus
Pursuant to the Restricted Stock Bonus Grant Notice (“Grant Notice”) and this Restricted Stock Bonus Agreement (collectively, the “Award”) and in consideration of your services, CryoCor, Inc. (the “Company”) has awarded you a stock bonus under its 2005 Equity Incentive Plan (the “Plan”) for the number of shares of the Company’s Common Stock subject to the Award as indicated in the Grant Notice. Capitalized terms not explicitly defined in this Restricted Stock Bonus Agreement but defined in the Plan shall have the same definitions as in the Plan.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • April 29th, 2008 • Cryocor Inc • Surgical & medical instruments & apparatus • California
THIS CONFIDENTIALITY AGREEMENT ("Agreement") is being entered into as of October 16, 2007, between CryoCor, Inc. ("CryoCor") and Boston Scientific Corporation ("Company").
