Artes Medical Inc Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 27th, 2006 • Artes Medical Inc • Pharmaceutical preparations • Delaware

Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

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ARTES MEDICAL, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 27th, 2006 • Artes Medical Inc • Pharmaceutical preparations • California

This LOAN AND SECURITY AGREEMENT is entered into as of November 27, 2006, by and between COMERICA BANK (“Bank”) and ARTES MEDICAL, INC. (“Borrower”).

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ARTES MEDICAL, INC. PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • June 16th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • New York
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AMENDED AND RESTATED BUILDING LEASE AGREEMENT
Building Lease Agreement • November 14th, 2007 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

This AMENDED AND RESTATED BUILDING LEASE AGREEMENT (“Lease”) dated as of August 21, 2007 (“Effective Date”), is entered into by and between BIOMED REALTY, L.P., a Maryland limited partnership (“Landlord,” as successor-in-interest to Robert Jean Lichter and Gail F. Lichter, Trustees of the Lichter Family Trust First Amended and Restated Declaration of Trust Dated November 7, 1996, and Kenneth R. Satterlee and Candace C. Satterlee, Trustees of the Satterlee Family Trust utd April 24, 1986, as tenants-in-common (“Original Landlord”)), and ARTES MEDICAL, INC., a Delaware corporation, f/k/a Artes Medical USA, Inc. (“Tenant”), on all of the terms and conditions set forth below and in the attached Exhibits, each of which are incorporated into this Lease by this reference. For and in consideration of the mutual covenants and conditions set forth in this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises as described in Section 1.1(b) below.

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COMMON STOCK PURCHASE WARRANT To Purchase [ ] Shares of Common Stock of ARTES MEDICAL, INC.
Common Stock Purchase Warrant • September 29th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Empire Asset Management Company (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the sixth (6th) month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the date of issuance of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Artes Medical, Inc., a Delaware corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • November 7th, 2006 • Artes Medical Inc • Pharmaceutical preparations • California

This SETTLEMENT AND LICENSE AGREEMENT (the “Agreement”) is entered into effective as of the 31st day of October 2005 (the “Effective Date”) by BioForm Medical, Inc., a Delaware corporation, and BioForm Medical Europe B.V., a Netherlands Corporation (together “BioForm”), Artes Medical USA, Inc., a Delaware corporation (“Artes”) and Dr. Martin Lemperle, a German national residing at *** Frankfurt am Main, Federal Republic of Germany (“Lemperle”).

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SUBSCRIPTION AGREEMENT FOR SECURITIES OF ARTES MEDICAL, INC. SEPTEMBER [___], 2008
Subscription Agreement • September 29th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • New York

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into as of September [___], 2008, by and between Artes Medical, Inc., a Delaware corporation (the “Company”), and the person or entity listed on the signature page hereof (“Investor”).

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NOTARIAL DEED PURCHASE AGREEMENT FOR A PARTIAL ENTERPRISE between FormMed Biomedicals AG and ARTES Medical USA, Inc.
Purchase Agreement • November 7th, 2006 • Artes Medical Inc • Pharmaceutical preparations

Before me, the undersigned Notary public (Urkundsperson) of the Canton of Zug, Helga Schlumpf, with offices at Gubelstrasse 11, CH-6300 Zug, appeared today, July 22, 2004:

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ARTES MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 14th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of June 23, 2006, by and among Artes Medical, Inc., a Delaware corporation (the “Company”), and each of the individuals or entities whose names are set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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FIXED PRICE SUPPLY AGREEMENT
Fixed Price Supply Agreement • November 7th, 2006 • Artes Medical Inc • Pharmaceutical preparations • Pennsylvania

Under terms of this Fixed Price Supply Agreement (“Agreement”), ARTES MEDICAL INC., with a place of business located at 5870 Pacific Center Blvd. San Diego, CA 92121 (“Buyer”) agrees to buy and LAMPIRE BIOLOGICAL LABS, INC., with its place of business located at 3599 Farm School Road, Ottsville, Pennsylvania 18942 (“Seller”) agrees to sell Bovine Corium (“Material”) pursuant to the prices and terms set forth hereunder.

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SECOND LICENSE AGREEMENT
License Agreement • September 24th, 2007 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

This SECOND LICENSE AGREEMENT (“Second Agreement”) is made and entered into as of the 21st day of September, 2007 (“Effective Date”), by and between BioForm Medical, Inc., a Delaware corporation, and BioForm Medical Europe B.V., a Netherlands corporation (together “BioForm”) and Artes Medical, Inc., a Delaware corporation (“Artes”). BioForm and Artes shall be collectively referred to herein as the “Parties.”

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AMENDMENT TO COMMON STOCK PURCHASE WARRANT OF ARTES MEDICAL, INC. (Issued in Connection with Services Provided)
Common Stock Purchase Warrant • November 27th, 2006 • Artes Medical Inc • Pharmaceutical preparations • California

This Amendment dated as of June 23, 2006 (this “Amendment”), to each of the Common Stock Purchase Warrants (each, a “Warrant” and collectively, the “Warrants”) for the purchase of shares of Common Stock of Artes Medical, Inc. (the “Company”) listed on Exhibit A hereto, is made by and between the Company and each of the holders of one or more Warrants listed on Exhibit A (each, a “Holder” and collectively, the “Holders”).

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SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • August 10th, 2007 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

This Severance Protection Agreement (this “Agreement”) is entered into effective as of August 7, 2007, between Diane S. Goostree (“Employee”) and Artes Medical, Inc., a Delaware corporation (the “Company”).

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AMENDMENT TO WARRANT TO PURCHASE SERIES D PREFERRED STOCK OF ARTES MEDICAL, INC. (Issued in Connection with Interim Credit Facility 2005)
Warrant Amendment • November 27th, 2006 • Artes Medical Inc • Pharmaceutical preparations • California

This Amendment dated as of June 23, 2006 (this “Amendment”), to each of the Warrants to Purchase Series D Preferred Stock (each, a “Warrant” and collectively, the “Warrants”) for the purchase of shares of Series D Preferred Stock of Artes Medical, Inc. (the “Company”), is made by and between the Company and each of the holders of one or more Warrants listed on Exhibit A (each, a “Holder” and collectively, the “Holders”).

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MUTUAL SETTLEMENT AND RELEASE AGREEMENT
Settlement Agreement • May 8th, 2007 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

This Agreement (“Agreement”) is entered into by and among Melvin Ehrlich, an individual, and Artes Medical, Inc., a Delaware corporation (“Artes Medical”). The individual and corporation referred to above are at times hereinafter referred to as a “party” and are collectively referred to as the “parties.”

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • May 12th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

This Separation Agreement and General Release (this “Agreement”) is made and entered into by and between Peter C. Wulff (“Mr. Wulff”) and Artes Medical, Inc., a Delaware corporation (the “Company”), and inures to the benefit of each of the Company’s current, former and future parents, subsidiaries, related entities, employee benefit plans and each of their respective fiduciaries, predecessors, successors, officers, directors, stockholders, agents, attorneys, employees and assigns.

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AMENDMENT TO SHARE PURCHASE WARRANT OF ARTES MEDICAL, INC. (Issued in Connection with Bridge Loan 2002)
Share Purchase Warrant • November 27th, 2006 • Artes Medical Inc • Pharmaceutical preparations • California

This Amendment dated as of June 23, 2006 (this “Amendment”), to each of the Share Purchase Warrants (each, a “Warrant” and collectively, the “Warrants”) for the purchase of shares of Series C-1 Preferred Stock of Artes Medical, Inc. (the “Company”) listed on Exhibit A hereto, is made by and between the Company and each of the holders of one or more Warrants listed on Exhibit A (each, a “Holder” and collectively, the “Holders”).

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CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Settlement Agreement • March 30th, 2007 • Artes Medical Inc • Pharmaceutical preparations • California

This Confidential Settlement Agreement and Release of All Claims (“Agreement”) is made by and between Artes Medical, Inc. (the “Company”), a Delaware corporation and Harald T. Schreiber (“Mr. Schreiber”).

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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 12th, 2006 • Artes Medical Inc • California

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made by and between Artes Medical USA, Inc., a Delaware corporation (the “Corporation”), and (the “Optionee”).

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CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
Confidential Settlement Agreement • March 30th, 2007 • Artes Medical Inc • Pharmaceutical preparations • California

This Confidential Settlement Agreement and Release of All Claims (“Agreement”) is made by and between Artes Medical, Inc.(the “Company”), a Delaware corporation and William von Brendel (“Mr. von Brendel”).

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FIRST AMENDMENT TO FIXED PRICE SUPPLY AGREEMENT
Fixed Price Supply Agreement • November 14th, 2007 • Artes Medical Inc • Surgical & medical instruments & apparatus • Pennsylvania

Under terms of this First Amendment of Fixed Price Supply Agreement (“Agreement”), ARTES MEDICAL INC., with a place of business located at 5870 Pacific Center Blvd. San Diego, CA 92121 (“Buyer”) agrees to buy and LAMPIRE BIOLOGICAL LABS, INC., with its place of business located at 3599 Farm School Road, Ottsville, Pennsylvania 18942 (“Seller”) agrees to sell Bovine Corium (“Material”) pursuant to the prices and terms set forth hereunder.

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SUBLEASE AGREEMENT
Sublease Agreement • May 12th, 2006 • Artes Medical Inc • California

THIS SUBLEASE AGREEMENT (the “Sublease”) entered into as of June 1, 2005, between INFOSONICS CORPORATION, a Maryland corporation (“Sublandlord”) and Artes Medical USA, Inc., a Delaware Corporation (“Subtenant”).

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 14th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • New York

This INVESTOR RIGHTS AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is made as of February 12, 2008, between Artes Medical, Inc., a Delaware corporation (the “Company”) and Cowen Healthcare Royalty Partners, L.P., a Delaware limited partnership (together with its affiliates, “CHRP”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • May 15th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • California

This Separation Agreement and General Release (this “Agreement”) is made and entered into by and between Diane S. Goostree (“Ms. Goostree”) and Artes Medical, Inc., a Delaware corporation (the “Company”), and inures to the benefit of the Company and each of its current, former and future parents, subsidiaries, related entities, employee benefit plans and each of their respective fiduciaries, predecessors, successors, officers, directors, stockholders, agents, attorneys, employees and assigns.

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DISTRIBUTION AGREEMENT between ANIKA THERAPEUTICS, INC. and ARTES MEDICAL, INC.
Distribution Agreement • August 11th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • Massachusetts

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made effective as of July 7, 2008 (the “Effective Date”) by and between ANIKA THERAPEUTICS, INC., a Massachusetts corporation having a place of business at 32 Wiggins Avenue, Bedford, Massachusetts 01730 (“ANIKA”), and Artes Medical, Inc., having a place of business at 5870 Pacific Center Boulevard, San Diego, California 92121 (“ARTES”). ANIKA and ARTES are each referred to by name or as a “Party,” or collectively as the “Parties.”

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EMPLOYMENT AGREEMENT
Employment Agreement • May 12th, 2006 • Artes Medical Inc • California

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into and becomes effective as of June 1, 2004 (the “Effective Date”) by and between Artes Medical USA, Inc. (“Employer” or “Company”) and Lawrence Braga (“Employee”).

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MASTER SERVICE AGREEMENT
Master Service Agreement • November 14th, 2007 • Artes Medical Inc • Surgical & medical instruments & apparatus • California
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INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 12th, 2006 • Artes Medical Inc • California

THIS INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is made by and between Artes Medical USA, Inc., a Delaware corporation, (the “Corporation”), and (the “Optionee”).

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Empire Asset Management Company 2 Rector Street, 15th Floor New York, NY 10006
Placement Agent Agreement • September 29th, 2008 • Artes Medical Inc • Surgical & medical instruments & apparatus • New York

Artes Medical, Inc. 5870 Pacific Center Blvd. San Diego, CA 92121 Attn: Christopher J. Reinhard, Executive Chairman of the Board of Directors

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Termination and General Release
Termination Agreement and General Release • May 12th, 2006 • Artes Medical Inc • California

This Termination Agreement and General Release (this “Agreement”) is made and given by Gottfried Lemperle, M.D. (the “Professor Lemperle”) and Artes Medical, Inc. (the “Company”), effective as of May 11, 2006 (the “Effective Date”), and inures to the benefit of each of the Company’s current, former and future parents, subsidiaries, related entities, employee benefit plans and each of their respective fiduciaries, predecessors, successors, officers, directors, stockholders, attorneys, agents, employees and assigns.

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Contract
Warrant Agreement • November 27th, 2006 • Artes Medical Inc • Pharmaceutical preparations • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • May 12th, 2006 • Artes Medical Inc • California

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made by and between Artes Medical USA, Inc., a Delaware corporation (the “Corporation”), and (the “Optionee”).

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Number of Shares] ARTES MEDICAL, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 12th, 2006 • Artes Medical Inc • New York

Cowen & Co., LLC Lazard Capital Markets LLC As Representatives of the several Underwriters c/o Cowen & Co., LLC 1221 Avenue of the Americas New York, New York 10020

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DIRECTOR’S AGREEMENT
Director's Agreement • May 12th, 2006 • Artes Medical Inc • Delaware

This Agreement is entered into as of June 1, 2004 (the “Effective Date”) between Christopher Reinhard, an individual resident of the State of California, (the “Director”) and Artes Medical USA, Inc., a Delaware corporation, with offices at 4660 La Jolla Village Drive, Suite 825, San Diego, California 92122 (the “Company”).

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CONSULTING AGREEMENT FOR MEDICAL/SCIENTIFIC ADVISORY BOARD MEMBER
Consulting Agreement • May 12th, 2006 • Artes Medical Inc • California

This Consulting Agreement (the “Agreement”), is entered into as of April ___, 2006, by and between Artes Medical USA, Inc., a Delaware corporation qualified to do business in California located at 5870 Pacific Center Boulevard, San Diego, CA 92121 (“Company”) and , M.D. (“Contractor”) with respect to the following facts:

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