HEMOSENSE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2005 • Hemosense Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , , by and between HemoSense, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus • Delaware
The undersigned, being each of the purchasers listed on Schedule A attached hereto (each, an “Investor” and collectively the “Investors”), hereby confirm their agreement with you as follows:
SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • June 10th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • Massachusetts
This Supply and License Agreement (“Agreement”) is made and entered into this 5th day of March, 1999, by and between Dade Behring Inc., (“Dade Behring”) a Delaware corporation with a principal place of business at 1717 Deerfield Road, Deerfield, Illinois 60015 and HemoSense, Inc., a Delaware corporation (“HemoSense”) having a principal place of business at 2157 O’Toole Avenue, Suite H, San Jose, California.
] Shares HEMOSENSE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 31st, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • New York
Hemosense, 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 Lazard Capital Markets LLC, W.R. Hambrecht + Co., LLC and Roth Capital Partners, LLC are acting as representatives (the “Representatives”), an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $.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 [ ] 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.”
ContractCommon Stock Purchase Warrant • December 8th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG INVERNESS MEDICAL INNOVATIONS, INC., SPARTAN MERGER SUB, INC. AND HEMOSENSE, INC.Agreement and Plan of Reorganization • August 7th, 2007 • Hemosense Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of August 6, 2007, among Inverness Medical Innovations, Inc., a Delaware corporation (“Parent”), Spartan Merger Sub, Inc., a Delaware corporation and a wholly owned first-tier subsidiary of Parent (“Merger Sub”), and Hemosense, Inc., a Delaware corporation (the “Company”).
Professional Service Agreement (for Use with Manufacturing Services Only)Professional Services Agreement • March 31st, 2005 • Hemosense Inc • New York
*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.
HEMOSENSE, INC. NON-EXCLUSIVE SALES REPRESENTATIVE AND SERVICES AGREEMENTNon-Exclusive Sales Representative and Services Agreement • June 10th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • California
This Non-Exclusive Sales Representative and Services Agreement (this “Agreement”) takes effect November 12, 2002 (“Effective Date”), between HemoSense, Inc. (“HemoSense”), a Delaware corporation with principal offices at 600 Valley Way, Milpitas, CA 95035, USA, and Innovative Medical Product Consultants, GmbH (“Representative”), a business organized and existing under the laws of Germany with principle offices at Max-Planck-Strasse 22, 50858 Cologne, Germany.
LETTER AGREEMENTDistribution Agreement • June 10th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus
This Letter Agreement takes effect January 1, 2005, between HemoSense, Inc. (“HemoSense”), a corporation with an office at 651 River Oaks Parkway, San Jose, CA 95134, and I-Med-Partner GmbH (“Distributor”), a company with an office at Kirchstrasse 16, 63500 Seligenstadt, Germany.
CONSULTING AGREEMENTConsulting Agreement • June 10th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • California
This agreement (“Agreement”) is dated May 17, 2002 (“Effective Date”) and is by and between HemoSense, Inc., a Delaware corporation having a place of business at 600 Valley Way Milpitas, CA, 95035 USA (“Company”) and Innovative Medical Product Consultants, GmbH, a business organized and existing under the laws of Germany and having a place of business at Bonnerstrasse 528, 50968 Cologne, Germany (referred to herein as either “Consultant” or “IMedPro”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • March 31st, 2005 • Hemosense Inc • Massachusetts
This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is made and entered into as of the 16th day of July, 2004, by and between Inverness Medical Switzerland GmbH (“Inverness”), a corporation organized and existing under the laws of Switzerland with offices located at Bundesplat 10, 6300 Zug, Switzerland, and HemoSense, Inc. (“HemoSense”), a Delaware corporation with offices located at 651 River Oaks Parkway, San Jose, California 95134, United States of America (collectively the “Parties”)
AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENTDistribution Agreement • August 11th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus
This Amendment No. 2 takes effect June 15,2006 (the “Amendment No. 2 Effective Date”), between HemoSense, Inc. (“HemoSense”), a corporation with an office at 651 River Oaks Parkway, San Jose, CA 95134, and Medline Industries, Inc. (“Medline”), an Illinois corporation with an office at One Medline Place, Mundelein, IL 60060.
PACKAGING AGREEMENTPackaging Agreement • May 11th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus • California
This Packaging Agreement (the “Agreement”) is dated this 27th day of March, 2006 (the “Effective Date”) by and between J-PAC, LLC., a Delaware limited liability company having its principal offices at 25 Centre Road, Somersworth, New Hampshire (“Service Provider”) and HemoSense, Inc., a Delaware corporation having its principal offices at 651 River Oaks Parkway, San Jose, CA 95134 (“Company”).
HEMOSENSE, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 31st, 2005 • Hemosense Inc • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of February 7, 2005, among HemoSense, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A-2 Preferred Stock (the “Series A-2 Investors”) listed on Exhibit A hereto, the holders of the Company’s Series B-2 Preferred Stock (the “Series B-2 Investors”) listed on Exhibit B hereto, the holders of the Company’s Series C-2 Preferred Stock (the “Series C-2 Investors”) listed on Exhibit C hereto, and the purchasers of the Company’s Series C-3 Preferred Stock listed on Exhibit D hereto, including each “Additional Purchaser” as defined in the Series C-3 Preferred Stock Purchase Agreement, of even date herewith, who has executed a counterpart signature page hereto which sets forth such Additional Purchaser’s name and address (the “Series C-3 Investors” and collectively with the Series A-2 Investors, the Series B-2 Investors and the Series C-2 Investors, the “Investors”) and their trans
DISTRIBUTION AGREEMENTDistribution Agreement • March 31st, 2005 • Hemosense Inc
This AGREEMENT made as of June 30, 2004 (the “EFFECTIVE DATE”) by and between HEMOSENSE, Inc., (hereafter referred to as “HEMOSENSE”), a California Corporation, and Medline Industries, Inc., an Illinois Corporation with offices at One Medline Place, Mundelein, IL 60060 (hereafter referred to as “MEDLINE”). Each of HEMOSENSE and MEDLINE are referred to in this Agreement as a “PARTY” and collectively as the “PARTIES.”
HEMOSENSE CONSULTING AGREEMENTConsulting Agreement • May 6th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • California
PHYSICIANPLUS™ AGREEMENT (Branded Products)Physicianplus Agreement • March 31st, 2005 • Hemosense Inc • Illinois
This PHYSICIAN PLUS AGREEMENT (“Agreement”), effective August 15, 2004 (“Effective Date”), is between Hemosense, Inc., a California corporation with its principal offices located at 651 River Oaks Parkway, San Jose, California 95134, hereinafter called “SUPPLIER,” and Cardinal Health 200, Inc., a Delaware Corporation that is the Medical Products and Services Group of Cardinal Health, with offices located at 1450 Waukegan Road, McGaw Park, Illinois 60085, hereinafter called “DISTRIBUTOR.”
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2005 • Hemosense Inc • California
This agreement (“Agreement”) is dated May 17, 2002 (“Effective Date”) and is by and between HemoSense, Inc., a Delaware corporation having a place of business at 600 Valley Way Milpitas, CA, 95035 USA (“Company”) and Innovative Medical Product Consultants, GmbH, a business organized and existing under the laws of Germany and having a place of business at Bonnerstrasse 528, 50968 Cologne, Germany (referred to herein as either “Consultant” or “IMedPro”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • May 31st, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • Massachusetts
This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is made and entered into as of the 16th day of July, 2004, by and between Inverness Medical Switzerland GmbH (“Inverness”), a corporation organized and existing under the laws of Switzerland with offices located at Bundesplat 10, 6300 Zug, Switzerland, and HemoSense, Inc. (“HemoSense”), a Delaware corporation with offices located at 651 River Oaks Parkway, San Jose, California 95134, United States of America (collectively the “Parties”)
HEMOSENSE INR PST SUPPLIER AGREEMENTSupplier Agreement • March 31st, 2005 • Hemosense Inc • New York
This AGREEMENT made as of April 2, 2004 by and between Raytel Cardiac Services, with its principal place of business, 7 Waterside Crossing, Windsor, CT 06095 (hereafter referred to as “RCS” or “DISTRIBUTOR”), and HemoSense, Inc., with its principal place of business 600 Valley Way, Milpitas, CA 95035 (hereafter referred to as “HemoSense” or “SUPPLIER”), a California Corporation, and referred to collectively hereafter as “the PARTIES”.
AMENDMENT NO. 01 Dated April 30, 2004 TO that certain Loan and Security Agreement No. 3821 dated as of March 5, 2004, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and HEMOSENSE, INC. (“Borrower”).Loan and Security Agreement • December 27th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus • California
In Section 1, “Definitions” of the Agreement, the following definitions shall be deleted in their entirety and replaced with the following:
MANUFACTURE AND SUPPLY AGREEMENTManufacturing Agreement • March 31st, 2005 • Hemosense Inc • California
This MANUFACTURE AND SUPPLY AGREEMENT (this “Agreement”) is made and entered into as March 7, 2005 (“Effective Date”), by and between HemoSense, Inc., having an office at 651 River Oaks Parkway, San Jose, CA 95134 (“HemoSense”), and Haematologic Technologies, Inc., having an office at 57 River Road, Unit 1021, Essex Junction, VT 05452 (“HTI”). (Each of HemoSense and HTI are a “Party”; collectively the “Parties.”)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2005 • Hemosense Inc • California
THIS LOAN AND SECURITY AGREEMENT NO. 3821 (this “Agreement”) is entered into as of March 5, 2004, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and HEMOSENSE, INC., a Delaware corporation (“Borrower”).
MONTAGUE OAKS ASSOCIATES PHASE I & II, (Landlord) and HEMOSENSE, INC. (Tenant) LEASELease • May 6th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus
THIS LEASE (“Lease”) is made this eleventh (11th) day of February, 2004, by and between MONTAGUE OAKS ASSOCIATES PHASE I & II, a California general partnership (“Landlord”), and HEMOSENSE, INC., a Delaware corporation (“Tenant”).
HEMOSENSE, INC. AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 12, 2006Investor Rights Agreement • December 14th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus
This Amendment (this “Amendment”) to the Amended and Restated Investor Rights Agreement dated February 7, 2005, as amended (the “Rights Agreement”), is made as of the date first set forth above between HemoSense, Inc., a Delaware corporation (the “Company”), and the undersigned constituting the necessary parties to amend the Rights Agreement. All defined terms used in this Amendment not otherwise defined herein shall have the same meaning as set forth in the Rights Agreement.
HEMOSENSE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Hemosense Inc • California
This Agreement is entered into as of June 3, 2002, (the “Effective Date”) by and between HemoSense, Inc. (the ”Company”), and James D. Merselis (“Executive”).
HEMOSENSE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Employment Agreement is entered into, by and between HemoSense, Inc. (the “Company”) and James D. Merselis (“Executive”) effective as of June 1, 2005.
DISTRIBUTION AGREEMENT between HemoSense, IncDistribution Agreement • March 31st, 2005 • Hemosense Inc
The two parties have agreed to interpret this agreement in a positive sense for the benefit of both of them and to cooperate in a spirit of partnership
HEMOSENSE, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 6th, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between (the “Employee”) and HemoSense, Inc., a Delaware Corporation (the “Company”), effective as of , 2002 (the “Effective Date”).
HEMOSENSE, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2005 • Hemosense Inc • Surgical & medical instruments & apparatus • California
Manufacturing Services AgreementManufacturing Services Agreement • August 11th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus • California
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 25 day of May 2006 by and between HemoSense, Inc. having its place of business at 651 River Oaks Parkway, San Jose, California (“Customer”) and Flextronics International USA, Inc., having its place of business at 2090 Fortune Drive, San Jose, California (“Flextronics”).
AMENDMENT NO. 02 Dated December 6, 2006 TO that certain Loan and Security Agreement No. 3821 dated as of March 5, 2004, (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and HEMOSENSE, INC. (“Borrower”).Loan and Security Agreement • December 8th, 2006 • Hemosense Inc • Surgical & medical instruments & apparatus
In Section 1, “Definitions” of the Agreement, the following definitions shall be deleted in their entirety and replaced with the following:
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • March 31st, 2005 • Hemosense Inc
This AGREEMENT is made as of March 1st 2005 (the “Effective Date”), by and between HemoSense, Inc., (hereafter referred to as “HemoSense”), a California Corporation, and Quality Assured Services, Inc. (aka, QAS), with its principal place of business 1506 N Orange Blossom Trail, Orlando, Florida, 32804 (hereafter referred to as “Distributor”). As used in this Agreement, HemoSense and Distributor are each referred to as a “Party” and collectively as “the Parties.” This Agreement amends, supercedes and restates in its entirety the Distribution Agreement by and between the Parties dated March 31, 2003 (the “Original Agreement”).
