Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of July 10, 1998, by and among Advanced Tissue Sciences, Inc., a Delaware corporation, with headquarters located at 10933 N. Torrey Pines Rd., La...Securities Purchase Agreement • July 16th, 1998 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New York
BETWEENLicense Agreement • March 28th, 2001 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 10.25 ADVANCED TISSUE SCIENCES, INC. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of October 31, 2001, by and among ADVANCED TISSUE SCIENCES, INC., a Delaware corporation (the...Stock Purchase Agreement • March 29th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
ADVANCED TISSUE SCIENCES, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE ------------ UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 1996 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of July 10, 1998, by and among Advanced Tissue Sciences, Inc., a Delaware corporation, with headquarters located at 10933 N. Torrey Pines Rd., La...Registration Rights Agreement • July 16th, 1998 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New York
1 EXHIBIT 1.1 Draft of March 14, 1996 ADVANCED TISSUE SCIENCES, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 1996 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New York
COMMON STOCKCommon Stock Purchase Agreement • March 28th, 2001 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
WITNESSETH:Supply Agreement • March 28th, 2001 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New Jersey
EXHIBIT 10.1 ADVANCED TISSUE SCIENCES, INC. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of September 19, 2000, by and among Advanced Tissue Sciences, Inc., a Delaware corporation (the...Stock Purchase Agreement • November 8th, 2000 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
RECITALS:Investment Agreement • March 29th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 99.2 ADVANCED TISSUE SCIENCES, INC. FORM OF STOCK OPTION AGREEMENT ------------------------------ RECITALS -------- A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non- employee members of the...Stock Option Agreement • October 1st, 1997 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 10.26 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MARKING SUCH PORTIONS WITH ASTERISKS (THE "MARK"). tHIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION WITHOUT THE MARK PURSUANT TO THE COMPANY'S...Investor Rights Agreement • March 29th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
UBS Warburg UBS Warburg LLC 299 Park Avenue New York, NY 10171-0026 Telephone: 212 821-4000 www.ubswarburg.comPlacement Agent Agreement • February 8th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New York
LEASELease Agreement • March 29th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
LICENSE AGREEMENTLicense Agreement • March 29th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
Exhibit 1 FIRST AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment") is entered into as of November 8, 1999, by and between ADVANCED TISSUE SCIENCES, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDERS SERVICES,...Rights Agreement • November 12th, 1999 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT I Agreement of Joint Filing Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that...Joint Filing Agreement • October 15th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Exhibit 99.4 ADVANCED TISSUE SCIENCES, INC. FORM OF STOCK ISSUANCE AGREEMENT -------------------------------- AGREEMENT made as of this ________ day of________ 199_, by and between Advanced Tissue Sciences, Inc., a Delaware corporation and...Stock Issuance Agreement • October 1st, 1997 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
RECITALSLoan and Security Agreement • October 15th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MARKING SUCH PORTIONS WITH ASTERISKS (THE "MARK"). THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISION WITHOUT THE MARK PURSUAN TO THE COMPANY'S...License and Supply Agreement • May 14th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
EXHIBIT 99.6 ADVANCED TISSUE SCIENCES, INC. FORM OF AUTOMATIC STOCK OPTION AGREEMENT ---------------------------------------- RECITALS -------- A. The Corporation has implemented an automatic option grant program under the Plan pursuant to which...Automatic Stock Option Agreement • October 1st, 1997 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
FORM OF ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • October 1st, 1997 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
a) Termination by ATS. In the event the First Commercial ------------------ Sale does not occur on or before NOVEMBER 1, 2001, ATS may terminate this ---------------- Agreement at any time during the following ninety (90) days with thirty (30) days...Development, License and Supply Agreement • February 8th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
1.1 Lease of Property 6Build-to-Suit Lease • March 30th, 1998 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 4.1 AMENDMENT NO. 1 TO INVESTMENT AGREEMENT This Amendment No. 1 to Investment Agreement (this "Amendment") is made as of January 26, 1998 by and between Hatteras Partners, L.P., formerly known as Ramius Hatteras Partners, L.P. (the...Investment Agreement • February 9th, 1998 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
Exhibit 4.1 Proprietary and Confidential INVESTMENT AGREEMENTInvestment Agreement • February 20th, 1996 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • New York
ADDENDUM TO LICENSE AGREEMENT BETWEENLicense Agreement • March 28th, 2001 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
EXHIBIT 4.4 FORM OF STOCK WARRANT THIS WARRANT MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND ALL APPLICABLE STATE...Stock Warrant • October 18th, 1999 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
LOAN AGREEMENT for a U.S. $16,000,000 LOAN FACILITYLoan Agreement • November 12th, 1997 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances)
EXHIBIT 10.20(b) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MARKING SUCH PORTIONS WITH ASTERISKS (THE "MARK"). THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION WITHOUT THE MARK PURSUANT TO THE COMPANY'S...Investor Rights Agreement • March 28th, 2001 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
EXHIBIT 1 SECOND AMENDMENT TO RIGHTS AGREEMENT THIS SECOND AMENDMENT (the "Amendment") is entered into as of December 13, 1999 by ADVANCED TISSUE SCIENCES, INC., a Delaware corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a...Rights Agreement • March 28th, 2000 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
HEADS OF AGREEMENT for Plastic Surgery and Cosmetic Dermatology Tissue Engineered Products This Agreement is entered into effective as of May 10, 1999, by and between Advanced Tissue Sciences, Inc., a Delaware corporation ("ATS"), and INAMED...Heads of Agreement • November 2nd, 1999 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
RECITALSJoint Venture Agreement • January 27th, 1998 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT XII ASSET AND EQUITY PURCHASE AGREEMENT Dated as of October 10, 2002Asset and Equity Purchase Agreement • October 15th, 2002 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 1.1 ADVANCED TISSUE SCIENCES, INC. FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement"), dated as of October ____, 1999, is entered into by and between each of the parties who are designated as Purchasers...Securities Purchase Agreement • October 18th, 1999 • Advanced Tissue Sciences Inc • Biological products, (no disgnostic substances) • California
