Asthmatx Inc Sample Contracts

CROSS LICENSE AGREEMENT
Cross License Agreement • October 5th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

THIS CROSS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of December 30, 2003 (the “Effective Date”) by and between Broncus Technologies, Inc., a California corporation having its principal place of business at 1400 N. Shoreline Blvd., Bldg. A, Suite 8, Mountain View, California 94303 (“Broncus”) and Asthmatx, Inc., a California corporation having its principal place of business at 1340 Space Park Way, Mountain View, California 94043 (“Asthmatx”).

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INDEPENDENT CONSULTANT AGREEMENT
Independent Consultant Agreement • August 8th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Independent Consultant Agreement (the “Agreement”) is made and entered into on July 20, 2006 by and between Asthmatx, Inc., a California corporation (“the Company”) and Michael D. Laufer, MD (“Consultant”) effective December 26, 2003 (the “Effective Date”). Whereas the Company and Consultant desire to create an “independent contractor” relationship in connection with certain consulting services to be provided by Consultant to the Company, as described below, the parties agree to the following terms of this engagement.

LOAN AND PLEDGE AGREEMENT
Loan and Pledge Agreement • July 24th, 2006 • Asthmatx Inc • California

THIS LOAN AND PLEDGE AGREEMENT (this “Agreement”) dated as of October 17, 2005 is made by Glendon E. French (the “Borrower”), residing at 238 Avila Road, San Mateo, CA 94402 in favor of Asthmatx, Inc. (“Asthmatx”), a California corporation with its principal place of business at 1340 Space Park Way, Mountain View, CA 94043.

CORPORATE FORMATION AGREEMENT
Corporate Formation Agreement • September 5th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Corporate Formation Agreement (this “Agreement”) is made and entered into as of December 26, 2003 (the “Effective Date”) by and between Asthmatx, Inc. (“Asthmatx”), a California corporation, and Broncus Technologies, Inc., a California corporation (“Broncus”).

CORPORATE FORMATION AGREEMENT
Corporate Formation Agreement • August 8th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Corporate Formation Agreement (this “Agreement”) is made and entered into as of December 26, 2003 (the “Effective Date”) by and between Asthmatx, Inc. (“Asthmatx”), a California corporation, and Broncus Technologies, Inc., a California corporation (“Broncus”).

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 24th, 2006 • Asthmatx Inc • California

This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 9, 2005 by and among Asthmatx, Inc., a California corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).

Shares1 ASTHMATX, INC. Common Stock PURCHASE AGREEMENT
Purchase Agreement • October 4th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • New York

PIPER JAFFRAY & CO. BEAR, STEARNS & CO. INC. FIRST ALBANY CAPITAL INC. JEFFERIES & COMPANY, INC. As Representatives of the several Underwriters named in Schedule I hereto

AGREEMENT
Agreement • October 4th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Agreement is entered into on August 14, 2006, to be effective as of December 26, 2003 (the “Effective Date”), by and between Broncus Technologies, Inc., a California corporation (“Broncus”), and Asthmatx, Inc., a California corporation (“Asthmatx”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 8th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Indemnification Agreement (this “Agreement”) is made and entered into effective as of February 17, 2004 (the “Effective Date”) by and between Asthmatx, Inc., a California corporation (“Asthmatx”), and Broncus Technologies, Inc., a California corporation (“Broncus”).

INDEMNITY AGREEMENT
Indemnity Agreement • July 24th, 2006 • Asthmatx Inc • Delaware

This Indemnity Agreement (this “Agreement”), dated as of ___, 2006, (the “Effective Date”) is made by and between Asthmatx, Inc., a Delaware corporation (the “Company”), and ___, an individual who is a director and/or officer of the Company (“Indemnitee”).

CROSS LICENSE AGREEMENT
Cross License Agreement • August 8th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

THIS CROSS LICENSE AGREEMENT (this “Agreement”) is made and entered into effective as of December 30, 2003 (the “Effective Date”) by and between Broncus Technologies, Inc., a California corporation having its principal place of business at 1400 N. Shoreline Blvd., Bldg. A, Suite 8, Mountain View, California 94303 (“Broncus”) and Asthmatx, Inc., a California corporation having its principal place of business at 1340 Space Park Way, Mountain View, California 94043 (“Asthmatx”).

Contract Manufacturing Agreement
Contract Manufacturing Agreement • July 24th, 2006 • Asthmatx Inc • California

This Contract Manufacturing Agreement (the “Agreement”) is made as of October 18, 2005, (the “Effective Date”) by and between Life Science Outsourcing, its principal offices being located at 830 Challenger Street, Brea, CA 92821 (“LSO”) and Asthmatx, its principal offices being located at 1340 Space Park Way, Mountain View, CA 94043 (“Buyer”).

CONSULTING AND MANUFACTURING AGREEMENT
Consulting and Manufacturing Agreement • August 8th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Consulting and Manufacturing Agreement (the “Agreement”) is made and entered into by and between Broncus Technologies, Inc., a California corporation (“Company”) and Stellartech Research Corporation (“Consultant”) effective December 8, 1997 (the “Effective Date”). Whereas the Company and Consultant desire to create an “independent contractor” relationship in connection with certain consulting and manufacturing services to be provided by Consultant to the Company, as described below, the parties agree to the following terms of this engagement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 5th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

This Indemnification Agreement (this “Agreement”) is made and entered into effective as of February 17, 2004 (the “Effective Date”) by and between Asthmatx, Inc., a California corporation (“Asthmatx”), and Broncus Technologies, Inc., a California corporation (“Broncus”).

AGREEMENT NOT TO SUE
Agreement • August 8th, 2006 • Asthmatx Inc • Surgical & medical instruments & apparatus • California

THIS AGREEMENT NOT TO SUE (the “Agreement”) is made and entered into effective as of the 30th day of April, 1997, by and among VNUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation having its principal place of business at Sunnyvale, California (“Vnus”), SURx, INC., a Delaware corporation having is principal place of business at Pleasanton, California (“SURx”), CORDIAL MEDICAL, INC., a Delaware corporation having its principal place of business at Tustin, California (“Cordial”), and BRONCUS TECHNOLOGIES, INC., a California corporation, having its principal place of business at Mountain View, California (“Broncus”). Vnus, SURx, Cordial and Broncus may be herein referred to individually as a “Party” and collectively as “Parties”.

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