EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of May 12, 2000 between GARY A. LEVIN, M.D., residing at 120 Cobblestone Court Novato, CA 94945 ("Executive"), and INTERACTIVE HEART MANAGEMENT CORP., a Delaware corporation having its principal...Employment Agreement • July 14th, 2000 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New Jersey
2) Exhibits: The following Exhibits attached to this Lease are incorporated herein and made a part hereof:Lease Agreement • July 15th, 2002 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New Jersey
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of August 25, 1999, among Q-Med, Inc., a Delaware corporation (the "Company"), and Galen Partners III, L.P., a Delaware limited partnership, Galen...Note Purchase Agreement • September 9th, 1999 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
Q-MED, INC. --------------------------------------Option Agreement • May 20th, 1999 • Q Med Inc • Electromedical & electrotherapeutic apparatus
Reference is made to the Option Agreement between you and Q-Med, Inc. (the "Company") dated November 16, 1998 (the "Option Agreement"). The Company has requested and obtained the consent of Galen Partners III, L.P. ("Galen") to amend the Option Agreements held by you and all participants in the Company's November 1998 financing (the "Financing") to eliminate all rights to require the Company to redeem shares issued to you. The Company requested the Amendment in order to substantially increase the Company's stockholders' equity reported on its balance sheet to improve the Company's prospects in negotiating contracts with managed care organizations, among other things. By the terms of the Option Agreements, such an amendment may be made by the Company with the consent of the holders of a majority of the outstanding shares of the Company's common stock issued as part of the Financing. Galen owns 1,201,870 of 1,866,821 such shares and therefore is the only investor from whom a consent was
ARTICLE I DEFINITIONSSecurities Purchase Agreement • February 16th, 2005 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT by and betweenRegistration Rights Agreement • January 7th, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH PARAGRAPH H AND I, HEREOF. Void after 5:00 P.M., New York Time, on__________ Warrant to Purchase __________ Shares of...Warrant Agreement • December 28th, 1999 • Q Med Inc • Electromedical & electrotherapeutic apparatus
RecitalsExecutive Employment Agreement • April 21st, 2005 • Qmed Inc • Services-misc health & allied services, nec • New Jersey
LIMITED LIABILITY COMPANY AGREEMENT of HEARTMASTERS, LLC, A Delaware Limited Liability CompanyLimited Liability Company Agreement • July 14th, 2000 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Illinois
Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of April 21, 2003 between QMED, INC., a Delaware corporation (the "Company"), and JANE MURRAY ("Executive"). WHEREAS, the Executive is Executive Vice President of the Company; and...Employment Agreement • July 15th, 2003 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New Jersey
SHAREHOLDERS' AND VOTING AGREEMENTShareholders' Agreement • December 1st, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Delaware
Q-MED, INC. andRegistration Rights Agreement • December 1st, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Delaware
ARTICLE I DEFINITIONSSecurities Purchase Agreement • December 7th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITIES PURCHASE AGREEMENT This Common Stock Purchase Agreement, dated as of August 25, 1999 (this "Agreement"), between Q-Med, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (collectively, the...Securities Purchase Agreement • September 9th, 1999 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Delaware
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of December 1, 2004, by and between QMEDCARE, INC., a Delaware corporation (the "Company"), with offices at 25 Christopher Way, Eatontown, New Jersey 07724 and JOHN W. ROHFRITCH ("Executive"), with an...Employment Agreement • March 2nd, 2005 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New Jersey
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of September 23, 2002 between QMED, INC., a Delaware corporation (the "Company"), and BILL SCHMITT ("Executive"). WHEREAS, the Company wishes to retain the services of the Executive in...Employment Agreement • October 15th, 2002 • Qmed Inc • Electromedical & electrotherapeutic apparatus • New Jersey
AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT dated as of December 16, 1998 to the Employment Agreement dated June ___, 1995 (the "Original Agreement") between Q-Med, Inc., a Delaware corporation (the "Company") and Michael W. Cox ("Employee"). WHEREAS,...Employment Agreement • March 1st, 1999 • Q Med Inc • Electromedical & electrotherapeutic apparatus
AMENDMENT TO OPTION AGREEMENT AMENDMENT dated as of May 17, 1999 to the several Option Agreements dated as of November 16, 1998 (the "Option Agreements") between Q-Med, Inc., a Delaware corporation (the "Company") and the purchasers (each a...Option Agreement • May 20th, 1999 • Q Med Inc • Electromedical & electrotherapeutic apparatus
QMED, INC.Stock Purchase Agreement • October 26th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus • Delaware
FIRST UNION LOGO] SECURITY AGREEMENTSecurity Agreement • October 12th, 2001 • Q Med Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 4.2 THE TRANSFER OF THIS NOTE IS RESTRICTED BY AND PURSUANT TO A NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 18, 1997, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF...Note Purchase Agreement • January 7th, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.1 INDENTURE OF TRUST UNDER QMED, INC. 2003 OUTSIDE DIRECTORS EQUITY PLAN (a) This Agreement made this 8th day of August, 2003 by and between QMed, Inc., a Delaware corporation (the "Company") and American Stock Transfer & Trust Company, of...Indenture of Trust • October 15th, 2003 • Qmed Inc • Electromedical & electrotherapeutic apparatus • Delaware
CONTRACT (#H5711) Between Centers for Medicare & Medicaid Services (hereinafter referred to as CMS) andContract With Eligible Medicare Advantage Organization • April 9th, 2007 • Qmed Inc • Services-misc health & allied services, nec
RECITALS:Registration Rights Agreement • October 26th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus
QMed, Inc. 1st & 2nd QTR 2003 I, the undersigned, hereby waive any and all rights to my increased compensation as per my employment agreement for the 1st & 2nd quarter period 2003. /s/ Jane Murray 6/30/03 --------------------- ------------ Jane MurrayWaiver of Compensation Rights • July 15th, 2003 • Qmed Inc • Electromedical & electrotherapeutic apparatus
I, the undersigned, hereby waive any and all rights to my increased compensation as per my employment agreement for the 1st & 2nd quarter period 2003.
PAGES WHERE CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ARE STAMPED "CONFIDENTIAL TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION." THE APPROPRIATE SECTION HAS BEEN MARKED "CONFIDENTIAL" AT THE APPROPRIATE PLACE....Strategic Alliance Agreement • November 13th, 1997 • Q Med Inc • Electromedical & electrotherapeutic apparatus • Pennsylvania
Form of Notes for Initial $375,000] SECURED PROMISSORY NOTESecured Promissory Note • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec
FOR VALUE RECEIVED, QMED, INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to ________ (the “Lender”), the principal sum of (a) ____ HUNDRED _______ THOUSAND DOLLARS ($___,000.00) (the “Loan” or the “Principal Amount”), together with interest on the unpaid balance thereof at the rate or rates hereinafter set forth, on the earlier of the following dates (such earlier date, the “Maturity Date”): (x) March __, 2010, (y) the closing of any Stock Sale Transaction or Asset Sale Transaction (as such terms are defined in that certain Securities Purchase Agreement dated as of even date herewith (the “Purchase Agreement”), among Borrower, Lender, and ______), or (z) any date from and after November 1, 2008, designated by Lender in a notice to Borrower, which date shall be not less than 10 days after receipt of such notice by Borrower. Interest shall accrue on the unpaid balance of the Principal Amount at the rate of EIGHTEEN PERCENT (18.00%) per annum, from a
EXHIBIT ASecurities Agreement • February 16th, 2005 • Qmed Inc • Electromedical & electrotherapeutic apparatus
QMED, INC.Securities Agreement • December 7th, 2004 • Qmed Inc • Electromedical & electrotherapeutic apparatus
BETWEEN Q-MED, INC. ANDNote Purchase Agreement • January 7th, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENTSecurity Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec
SECURITY AGREEMENT (this “Agreement”) dated as of March __, 2008, by and among QMED, INC., a Delaware corporation (the “Borrower”) having a mailing address at 25 Christopher Way, Eatontown, New Jersey 07724, John Gargana, an individual having a mailing address at 1430 Bristol Park Place, Heathrow, FL 32746.(“Gargana”), Barry Levine, an individual having a mailing address at 19993 Boca West Drive, Boca Raton, FL 33434 (“Levine”), Michael W. Cox, an individual having a mailing address at 3150 North Course Lane, Apt 308, Pompano Beach, Fl 33069 (“Cox”; Gargana, Levine and Cox hereinafter collectively referred to herein as “Secured Parties”), and Michael W. Cox, as collateral agent hereunder (“Collateral Agent”).
TRADEMARK AND DATA LICENSE AND SERVICES AGREEMENT This Trademark and Data License and Services Agreement ("Agreement") is entered into as of April 14, 2000 (the "Effective Date") by and between Interactive Heart Management Corp., a Delaware...Trademark and Data License and Services Agreement • July 14th, 2000 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
Q-MED, INC.Note Purchase Agreement • December 1st, 1998 • Q Med Inc • Electromedical & electrotherapeutic apparatus • New York
ESCROW AGREEMENTEscrow Agreement • March 26th, 2008 • Qmed Inc • Services-misc health & allied services, nec • New York
Escrow Agreement dated as of March __, 2008 by and among QMED, Inc., a Delaware corporation (“QMED”), John Gargana, Barry Levine and Michael W. Cox (collectively, the “Investors”) and Troutman Sanders LLP, a Georgia limited liability partnership (the "Escrow Agent").
FIRST MODIFICATION TO LEASE AGREEMENTLease Agreement • April 9th, 2007 • Qmed Inc • Services-misc health & allied services, nec
THIS FIRST MODIFICATION TO LEASE AGREEMENT is made this 16th day of March, 2007 by and between DONATO HI-TECH HOLDINGS IV, INC., having an address in care of The Donato Group, 80 Corbett Way, Eatontown, NJ 07724 (hereinafter “Landlord”) and QMED, INC., having an address of 23 Christopher Way, Eatontown, NJ 07724 (hereinafter “Tenant”).
