AxoGen, Inc. Sample Contracts

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BACKGROUND
Termination Agreement • September 28th, 1998 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALS:
Lease • September 26th, 1997 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus
AxoGen, Inc. (a Minnesota corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 14th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York
RECITALS
Credit and Security Agreement • April 15th, 2002 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus
PURCHASE AGREEMENT ("AGREEMENT")
Purchase Agreement • April 14th, 2003 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALS
Security Agreement • August 16th, 2004 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 2017 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York
RECITALS
Credit Agreement • September 26th, 1997 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus
MARKETING AND DISTRIBUTION AGREEMENT
Marketing and Distribution Agreement • November 27th, 1996 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
RECITALS
Supply and License Agreement • August 16th, 2004 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
TERM LOAN AGREEMENT dated as of June 30, 2020 among AXOGEN, INC. as Borrower, The Subsidiary Guarantors from Time to Time Party Hereto, The Lenders from Time to Time Party Hereto, and ARGO SA LLC, as Administrative Agent and Collateral Agent U.S....
Term Loan Agreement • July 1st, 2020 • Axogen, Inc. • Electromedical & electrotherapeutic apparatus • New York

This TERM LOAN AGREEMENT, dated as of June 30, 2020 (this “Agreement”), among AXOGEN, INC., a Minnesota corporation (“Borrower”), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto and ARGO SA LLC, a Delaware limited liability company (“Argo”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”).

DEFINITIONS:
Office/Warehouse Lease • August 12th, 2003 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2021 • Axogen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 4, 2021 (the “Effective Date”), is made by and between AXOGEN CORPORATION, a Delaware corporation (“AXOGEN”), and Angelo Scopelianos (“Employee”) (collectively, the “Parties”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 20th, 2017 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), effective as of July 17, 2017, is made by and between AXOGEN CORPORATION, a Delaware corporation ("AXOGEN" or "Employer"), and Jon S. Gingrich ("Employee") (collectively, the "Parties").

ARTICLE 1 DEFINITIONS
Supply Agreement • October 6th, 2000 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • New York
AXOGEN, INC. 4,728,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 5th, 2015 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York

AxoGen, Inc., a Minnesota corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Wedbush Securities Inc. (the “Underwriter”) an aggregate of 4,728,000 shares (the “Firm Securities”) of its common stock, $0.01 par value per share (the “Common Stock”). The Company has granted the Underwriter the option to purchase an aggregate of up to 709,200 additional shares of Common Stock (the “Option Securities”) as may be necessary to cover over-allotments made in connection with the offering pursuant to Section 2(b) hereof. The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Company and the Underwriter hereby confirm their agreement with respect to the purchase and sale of the Securities as follows:

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NON–QUALIFIED STOCK OPTION INDUCEMENT AWARD AGREEMENT
Non-Qualified Stock Option Inducement Award Agreement • March 20th, 2019 • Axogen, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

This Non–Qualified Stock Option Inducement Award Agreement (the “Agreement”), effective as of this 7th day of January, 2019 (the “Effective Date”), by and between AxoGen, Inc., a Minnesota corporation (the “Company”), and Chris Crisman (“Optionee”) is made in connection with the Optionee’s entry into employment within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of any employment, consulting or similar services agreement between the Optionee and the Company as may be in effect (the “Service Agreement”), the Service Agreement shall control, and this Agreement shall be deemed to be modified accordingly. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Employment Agreement by and between the Company and the Optionee dated as of January 7, 2019 (the “Employment Agreement”).

GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF OCTOBER 5, 2012 BY AXOGEN, INC., AND AXOGEN CORPORATION, AS GRANTORS IN FAVOR OF PDL BIOPHARMA, INC., AS PURCHASER
Guarantee and Collateral Agreement • August 7th, 2013 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 5, 2012 by AXOGEN, INC., a Minnesota corporation ( the “Seller”; and together with any other entity on the signature pages hereto or that may become a party hereto as a grantor as provided herein, each a “Grantor” and collectively, jointly and severally, the “Grantors”), in favor of PDL BIOPHARMA, INC., a Delaware corporation, as Purchaser (in such capacity, the “Purchaser”) under the Revenue Interests Purchase Agreement, dated as of October 5, 2012 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”) between the Seller and the Purchaser.

REVENUE INTERESTS PURCHASE AGREEMENT Dated as of October 5, 2012 between AxoGen, Inc. and PDL BioPharma, Inc.
Revenue Interests Purchase Agreement • July 30th, 2013 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York

This REVENUE INTERESTS PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of October 5, 2012, by and between AxoGen, Inc., a Minnesota corporation (the “Company”), and PDL BioPharma, Inc., a Delaware corporation (“Purchaser”).

VOTING AGREEMENT
Voting Agreement • June 2nd, 2011 • Lectec Corp /Mn/ • Electromedical & electrotherapeutic apparatus • Minnesota

This Voting Agreement (this “Agreement”) is made and entered into as of May 26, 2011 by and between the undersigned shareholder (“Shareholder”) of LecTec Corporation, a Minnesota corporation (the “Parent”), and Parent. Each term used herein but not otherwise defined herein shall have the meaning ascribed thereto in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated of even date herewith, by and among Parent, Nerve Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), and AxoGen Corporation, a Delaware corporation (the “Company”).

Underwriting Agreement
Underwriting Agreement • October 13th, 2016 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 22nd, 2019 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), effective as of January 21, 2019 is made by and between AXOGEN CORPORATION, a Delaware corporation ("AXOGEN" or "Employer"), and Eric Sandberg ("Employee") (collectively, the "Parties").

AXOGEN, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • February 26th, 2019 • Axogen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

This Agreement, dated as of the [.] day of [.] (the “Grant Date”), is between AxoGen, Inc., a Minnesota corporation (the “Company”), and the Participant. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company’s 2010 Incentive Stock Plan, as Amended and Restated as of April 5, 2017 (the “Plan”).

AXOGEN, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • October 29th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

This Incentive Stock Option Agreement (this “Agreement”), effective as of [.] (the “Effective Date”), by and between AxoGen, Inc., a Minnesota corporation (the “Company”), and [.] (“Optionee”).

LEASE BY AND BETWEEN SNH MEDICAL OFFICE PROPERTIES TRUST LANDLORD AND AXOGEN CORPORATION TENANT Progress Center 13709 Progress Boulevard Alachua, FL 32615
Lease Agreement • November 26th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Florida

This is a lease (this “Lease”) entered into by and between SNH Medical Office Properties Trust, a Maryland real estate investment trust (“Landlord”) and AxoGen Corporation, a Delaware corporation (“Tenant”).

SECURITY AGREEMENT dated as of November 12, 2014 among AXOGEN, INC., AXOGEN CORPORATION, Grantors from Time to Time Party Hereto and THREE PEAKS CAPITAL S.A.R.L., as Administrative Agent and Collateral Agent
Security Agreement • February 4th, 2015 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • New York

SECURITY AGREEMENT dated as of November 12, 2014, among AXOGEN, INC., a Minnesota corporation (“Borrower”), AXOGEN CORPORATION, a Delaware corporation (“AC”; collectively with Borrower and each entity that becomes a “Grantor” hereunder as contemplated by Section 5.12, the “Grantors” and each, a “Grantor”), THREE PEAKS CAPITAL S.A.R.L., A LUXEMBOURG COMPANY (“Three Peaks”), as administrative agent and collateral agent (in such capacity, together with its successors and assigns, “Administrative Agent”) for the Lenders and each other Secured Party (each as defined in the Loan Agreement referred to below).

AGREEMENT OF LEASE between ASHLEY AVENUE ASSOCIATES I, LLC and AXOGEN CORPORATION
Lease Agreement • October 29th, 2018 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus

THIS AGREEMENT OF LEASE (this “Lease”) is made and entered into as of this 26 day of October, 2018, by and between ASHLEY AVENUE ASSOCIATES I, LLC, a Delaware limited liability company, having its principal office at c/o Denholtz Management Corp., 14 Cliffwood Avenue, Suite 200, Matawan, New Jersey 07747 (“Landlord”) and AXOGEN CORPORATION, a Delaware corporation, having an address at 13631 Progress Boulevard, Suite 400, Alachua, FL 32615 (“Tenant”).

AXOGEN, INC. NON–INCENTIVE STOCK OPTION AGREEMENT
Non-Incentive Stock Option Agreement • March 1st, 2017 • AxoGen, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota

This Non–Incentive Stock Option Agreement, effective as of this [.] day of [.], 20[.] (the “Effective Date”), by and between AxoGen, Inc., a Minnesota corporation (the “Company”), and [.] (“Optionee”).

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