and NORWEST BANK MINNESOTA, N.A. Rights AgentRights Agreement • January 16th, 1997 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
AMONGAsset Purchase Agreement • October 11th, 2000 • Urologix Inc • Electromedical & electrotherapeutic apparatus • New York
Exhibit 10.10 Amendment To The Sublease Agreement Dated August 14, 2003 In consideration of the mutual covenants contained in the Sublease Agreement dated August 14, 2003, Sublessor and Sublessee agree to amend said Sublease Agreement as follows: 1....Sublease Agreement • September 29th, 2003 • Urologix Inc • Electromedical & electrotherapeutic apparatus
BACKGROUND ----------Supply Agreement • October 11th, 2000 • Urologix Inc • Electromedical & electrotherapeutic apparatus • New York
RECITALSRegistration Rights Agreement • October 11th, 2000 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
Exhibit 4.3 UROLOGIX, INC. STOCK OPTION AGREEMENT This option is being issued pursuant to the terms and conditions set forth in this Option Agreement and is not issued pursuant to any existing stock option plan of the Company. XI. NOTICE OF STOCK...Stock Option Agreement • August 10th, 1999 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
Exhibit 1.1 Draft: October 16, 1997 1,500,000 Shares UROLOGIX, INC. Common Stock UNDERWRITING AGREEMENT ---------------------- November _____, 1997 BT Alex. Brown Incorporated Dain Bosworth Incorporated PaineWebber Incorporated As Representatives of...Underwriting Agreement • October 16th, 1997 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Maryland
Exhibit 4.2 UROLOGIX, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement ("Agreement") is made as of the 4/th/ day of January, 1999, between Urologix, Inc. (the "Company"), a Minnesota corporation, and Michael M. Selzer, Jr., an employee...Restricted Stock Agreement • August 10th, 1999 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
BACKGROUNDInternational Distribution Agreement • May 12th, 2000 • Urologix Inc • Electromedical & electrotherapeutic apparatus
BACKGROUNDCo-Marketing Agreement • September 24th, 1999 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
UROLOGIX, INC. 14405 21st Avenue North Minneapolis, MN 55407Employment Agreement • September 29th, 2003 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 17th, 2012 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 11, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and UROLOGIX, INC., a Minnesota corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
UROLOGIX, INC. STOCK OPTION AGREEMENTStock Option Agreement • September 29th, 2003 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2012 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
Urologix letterhead] April 23, 2012Severance Agreement • April 25th, 2012 • Urologix Inc • Electromedical & electrotherapeutic apparatus
Although your employment is “at will” and may be terminated by you or Urologix at any time for any reason, Urologix has agreed to provide you with a particular severance pay benefit following a Change in Control in the event your employment is terminated without Cause, or by you for Good Reason. Terms not otherwise defined in this letter (the “Letter Agreement”) shall have the meaning given such terms on Schedule 1, which is incorporated herein by reference.
UROLOGIX, INC. May 23, 2003Severance Agreement • September 29th, 2003 • Urologix Inc • Electromedical & electrotherapeutic apparatus
Urologix letterhead] July 14, 2008Severance Agreement • July 17th, 2008 • Urologix Inc • Electromedical & electrotherapeutic apparatus
Although your employment is “at will” and may be terminated by you or Urologix at any time for any reason, Urologix has agreed to provide you with a particular severance pay benefit following a Change in Control in the event your employment is terminated without Cause, or by you for Good Reason. Terms not otherwise defined in this letter (the “Letter Agreement”) shall have the meaning given such terms on Schedule 1, which is incorporated herein by reference.
ACQUISITION OPTION AGREEMENTAcquisition Option Agreement • September 9th, 2011 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS AGREEMENT is entered into as of September 6, 2011 (the “Effective Date”), among Medtronic VidaMed, Inc., a Delaware corporation (“VidaMed”), Medtronic, Inc., a Minnesota corporation (“Medtronic”), and Urologix, Inc., a Minnesota corporation (“Urologix”). VidaMed, Urologix and Medtronic may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 9th, 2011 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into this September 6, 2011 (the “Effective Date”), by and among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Medtronic VidaMed, Inc., a Delaware corporation and wholly-owned subsidiary of Medtronic (“VidaMed”), and Urologix, Inc., a Minnesota corporation (“Urologix”). Medtronic and VidaMed (collectively referred to herein as “Medtronic”) and Urologix may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
FIRST Amendment to Loan and security agreementLoan and Security Agreement • December 6th, 2012 • Urologix Inc • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 30th day of November, 2012 (“Closing Date”), by and between SILICON VALLEY BANK, a California corporation (“Bank”) and UROLOGIX, INC., a Minnesota corporation (“Borrower”).
SECURITY AGREEMENTSecurity Agreement • July 5th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
THIS SECURITY AGREEMENT (the “Agreement”) is made as of June 28, 2013, by and between UROLOGIX, INC., a Minnesota corporation (the “Debtor”), and MEDTRONIC, INC., a Minnesota corporation (the “Lender”).
UROLOGIX, INC. May 23, 2003Termination Agreement • September 29th, 2003 • Urologix Inc • Electromedical & electrotherapeutic apparatus
TENTH AMENDMENT TO LEASELease • October 24th, 2007 • Urologix Inc • Electromedical & electrotherapeutic apparatus
THIS TENTH AMENDMENT TO LEASE (the “Tenth Amendment”) is entered into as of this 22nd day of October, 2007, by and between PARKERS LAKE I REALTY LLC, a Delaware limited liability company, with an address in care of Great Point Investors LLC, Two Center Plaza, Suite 410, Boston, MA 02108 (“Lessor”), and UROLOGIX, INC., a Minnesota corporation, with an address of 14405 21st Avenue N., Suite 111, Plymouth, MN 55447 (“Lessee”).
FIRST AMENDMENT OF THE LICENSE AGREEMENTLicense Agreement • November 8th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus
This First Amendment of the License Agreement (the “First Amendment”) is dated as of June 28, 2013 (the “First Amendment Date”), by and among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Medtronic VidaMed, Inc., a Delaware corporation and wholly-owned subsidiary of Medtronic (“VidaMed”), and Urologix, Inc., a Minnesota corporation (“Urologix”), and amends the License Agreement dated as of September 6, 2011, by and among Medtronic, VidaMed and Urologix (as amended, the “License Agreement”). Capitalized terms not defined in this First Amendment have the meaning given to such terms in the License Agreement.
THIRD Amendment to Loan and security agreementLoan and Security Agreement • February 4th, 2014 • Urologix Inc • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 30th day of January, 2014 (“Closing Date”), by and between SILICON VALLEY BANK, a California corporation (“Bank”) and UROLOGIX, INC., a Minnesota corporation (“Borrower”).
FIRST AMENDMENT OF THE LICENSE AGREEMENTLicense Agreement • July 5th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus
This First Amendment of the License Agreement (the “First Amendment”) is dated as of June 28, 2013 (the “First Amendment Date”), by and among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Medtronic VidaMed, Inc., a Delaware corporation and wholly-owned subsidiary of Medtronic (“VidaMed”), and Urologix, Inc., a Minnesota corporation (“Urologix”), and amends the License Agreement dated as of September 6, 2011, by and among Medtronic, VidaMed and Urologix (as amended, the “License Agreement”). Capitalized terms not defined in this First Amendment have the meaning given to such terms in the License Agreement.
Urologix letterhead]Severance Agreement • August 23rd, 2007 • Urologix Inc • Electromedical & electrotherapeutic apparatus
The purpose of this Letter Agreement is to set forth our agreement in regard to your severance arrangement. Although your employment is “at will” and may be terminated by you or Urologix at any time for any reason, Urologix has agreed to provide you with a particular severance pay benefit in the event Urologix terminates your employment without Cause prior to a Change in Control or, following a Change in Control, your employment is terminated without Cause, or by you for Good Reason. Terms not otherwise defined in this letter (the “Letter Agreement”) shall have the meaning given such terms on Schedule 1, which is incorporated herein by reference.
FIRST AMENDED AND RESTATED LEASE BY AND BETWEEN PARKERS LAKE I REALTY LLC, as Landlord, AND UROLOGIX, INC., as Tenant DATED: AS OF AUGUST 1, 2010Lease Agreement • September 15th, 2010 • Urologix Inc • Electromedical & electrotherapeutic apparatus
Medtronic Letterhead]License Agreement • March 27th, 2014 • Urologix Inc • Electromedical & electrotherapeutic apparatus
Re: Past due amounts under License Agreement dated September 6, 2011, as amended June 28, 2013 (the “License Agreement”). Capitalized terms used in this letter have the meaning given in the License Agreement.
Exhibit 10.6Change in Control Agreement • September 13th, 2001 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
FIRST AMENDMENT OF THE TRANSITION SERVICES AND SUPPLY AGREEMENTTransition Services and Supply Agreement • July 5th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus
This First Amendment of the Transition Services and Supply Agreement (the “First Amendment”) is effective as of March 1, 2013 (the “First Amendment Date”), by and among Medtronic, Inc., a Minnesota corporation (“Licensor”), and Urologix, Inc., a Minnesota corporation (“Licensee”), and amends the Transition Services and Supply Agreement dated as of September 6, 2011, by and among Licensor and Licensee (as amended, the “TSSA”). Capitalized terms not defined in this First Amendment have the meaning given to such terms in the Transition Services and Supply Agreement.
UROLOGIX, INC. 14405 21st Avenue North Minneapolis, MN 55407Employment Agreement • November 14th, 2003 • Urologix Inc • Electromedical & electrotherapeutic apparatus
On behalf of the Board of Directors of Urologix Inc., we would like to set forth our offer to you to continue as Chairman of the Board and Chief Executive Officer of Urologix, Inc. This letter supersedes and replaces the terms of the letter agreement dated May 21, 2003.
RESTRUCTURING AGREEMENT AND AMENDMENT TO TRANSACTION DOCUMENTSRestructuring Agreement • July 5th, 2013 • Urologix Inc • Electromedical & electrotherapeutic apparatus • Minnesota
This RESTRUCTURING AGREEMENT AND AMENDMENT TO TRANSACTION DOCUMENTS (the “Agreement”) is entered into as of the 28th day of June, 2013, by and among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Medtronic VidaMed, Inc., a Delaware corporation and wholly-owned subsidiary of Medtronic (“VidaMed”), and Urologix, Inc., a Minnesota corporation (“Urologix”). Medtronic, VidaMed and Urologix may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
UROLOGIX, INC. February 22, 2008Employment Agreement • February 29th, 2008 • Urologix Inc • Electromedical & electrotherapeutic apparatus
UROLOGIX, INC. 14405 21st Avenue North Minneapolis, MN 55447 November 20, 2012Employment Agreement • November 27th, 2012 • Urologix Inc • Electromedical & electrotherapeutic apparatus
This letter outlines our agreement regarding a change in your role with Urologix, Inc. (“Urologix”) and the termination of your employment with Urologix effective March 29, 2013 (the “Termination Date”).
