52 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July 28, 2000 by and among (i) BioSphere Medical, Inc., a Delaware corporation (the "Company"), (ii) each person listed on Exhibit A attached hereto...Registration Rights Agreement • August 8th, 2000 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
29 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 28th day of July, 2000 by and among BioSphere Medical, Inc., a Delaware corporation with its principal office at 1050 Hingham Street, Rockland, MA 02370 (the "Company"), and...Stock Purchase Agreement • August 8th, 2000 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 10.4 SHARE PURCHASE AGREEMENT BETWEEN THE UNDERSIGNED: MARIE-PAULE LEROY-LANDERCY, residing 5, ter rue Casteja, 92100 Boulogne Billancourt, France, hereinafter referred to as "MPLL",Share Purchase Agreement • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products
Warrant Agreement dated February 4, 2000Warrant Agreement • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products • Massachusetts
Exhibit 10.15 FIRST AMENDMENT TO LEASE ------------------------ Reference is made to a certain Lease dated January 7, 2000, by and between Thomas J. Teuten and John H. Spurr, Jr., Trustees of 1050 Hingham Street Realty Trust, ("Landlord") and...Lease • March 29th, 2001 • Biosphere Medical Inc • Pharmaceutical preparations
EXHIBIT 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT is made as of the 17th day of May, 2002, by and between BioSphere Medical, Inc., a Delaware corporation ("Debtor"); and Brown Brothers Harriman & Co., a New York general partnership ("Secured...Security Agreement • August 14th, 2002 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
EXHIBIT 10.4 AMENDMENT NO. 1 TO LETTER AGREEMENT AGREEMENT made as of the 9th day of August, 2002, by and between BioSphere Medical, Inc. (the "Company") and John M. Carnuccio (the "Executive"). WHEREAS, the Executive and the Company entered into a...Letter Agreement • August 14th, 2002 • Biosphere Medical Inc • Pharmaceutical preparations
SUBLEASE AGREEMENT BETWEEN THE UNDERSIGNEDSublease Agreement • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products
LEASELease • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products
AMONGRevolving Credit Agreement • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products • Massachusetts
RECITALS --------Confidentiality Agreement • May 15th, 1998 • Biosepra Inc • Miscellaneous chemical products • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 14th day of May, 1999, is entered into by BioSepra Inc., a Delaware corporation with its principal place of business at 111 Locke Drive, Marlborough,...Employment Agreement • May 15th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products • Massachusetts
Exhibit 10.6 EXCLUSIVE LICENSE AGREEMENT --------------------------- This Exclusive License Agreement ("Agreement"), effective as of May 8th, 2000 ("Effective Date"), is entered into by and between BIOSPHERE MEDICAL, INC., a Delaware corporation...Exclusive License Agreement • April 1st, 2002 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2001 • Biosphere Medical Inc • Pharmaceutical preparations • New York
Exhibit 10.16 ------------------------------------------------------------------------------- EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------------------------------------------------------Exclusive Distribution Agreement • April 1st, 2002 • Biosphere Medical Inc • Pharmaceutical preparations
Exhibit 10.12 Stock and Warrant Purchase Agreement dated February 4, 2000 The following parties have entered into the Stock and Warrant Purchase Agreement attached hereto to purchase shares of Common Stock and warrants to purchase shares of Common...Stock and Warrant Purchase Agreement • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products • Massachusetts
EXHIBIT 10.1 CREDIT AGREEMENT ================ This Agreement, dated as of May 17, 2002, is made between BioSphere Medical, Inc., a Delaware corporation, with its chief executive office at 1050 Hingham Street, Rockland, Massachusetts 02370 as borrower...Credit Agreement • August 14th, 2002 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2006 • Biosphere Medical Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2006, among BioSphere Medical, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
1 EXHIBIT 10.3 LEASE AGREEMENT BY NATIOCREDIMURS AND CICAMUR FOR BIOSEPRA S.A.Lease Agreement • November 16th, 1998 • Biosepra Inc • Miscellaneous chemical products
REIMBURSEMENT ANDReimbursement and Security Agreement • March 30th, 2000 • Biosphere Medical Inc • Miscellaneous chemical products • Massachusetts
BIOSEPRA INC.Senior Management Retention Agreement • November 13th, 1997 • Biosepra Inc • Miscellaneous chemical products • Massachusetts
BIOSPHERE MEDICAL, INC. Executive Retention AgreementExecutive Retention Agreement • May 17th, 2004 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
THIS EXECUTIVE RETENTION AGREEMENT by and between BioSphere Medical, Inc., a Delaware corporation (the “Company”), and Paul A. Looney (the “Executive”) is made effective as of March 25, 2004 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among MERIT MEDICAL SYSTEMS, INC. MERIT BIOACQUISITION CO. and BIOSPHERE MEDICAL, INC. Dated as of May 13, 2010Merger Agreement • May 14th, 2010 • Biosphere Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 13, 2010 by and among Merit Medical Systems, Inc., a Utah corporation (the “Buyer”), Merit BioAcquisition Co., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).
1 EXHIBIT 1 ASSET PURCHASE AGREEMENT BY AND BETWEEN BIOSEPRA INC. AND LIFE TECHNOLOGIES, INC. 2 TABLE OF CONTENTSAsset Purchase Agreement • April 29th, 1999 • Biosepra Inc • Miscellaneous chemical products • Delaware
BIOSPHERE MEDICAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2004 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of November 2, 2004, is entered into by BioSphere Medical, Inc., a Delaware corporation (the “Company”), and Richard J. Faleschini (the “Employee”).
Exhibit 2.3 SUPPLY AGREEMENT This Supply Agreement. ("Supply Agreement"), dated as of May 17, 1999, is by and between BioSepra Inc., a Delaware corporation (together with its successors or assigns, "BioSepra"), and BioSepra S.A, a French societe...Supply Agreement • August 2nd, 1999 • Biosphere Medical Inc • Miscellaneous chemical products
ContractWarrant Agreement • November 15th, 2004 • Biosphere Medical Inc • Pharmaceutical preparations • New York
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ACKNOWLEDGEMENT AND AMENDMENT AGREEMENTAcknowledgement and Amendment Agreement • December 23rd, 2008 • Biosphere Medical Inc • Surgical & medical instruments & apparatus
This Acknowledgement and Amendment Agreement (the “Acknowledgement”) is dated December 23, 2008, and is entered into by and between Melodie R. Domurad (the “Employee”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).
January 3, 2008Employment Agreement • March 20th, 2009 • Biosphere Medical Inc • Surgical & medical instruments & apparatus • Massachusetts
We are pleased to invite you to join us as an employee of BioSphere Medical, Inc. (the “Company”). On behalf of the Company, I set forth in this letter agreement the terms of your offer of at-will employment with the Company:
June 14, 2005Employment Agreement • June 17th, 2005 • Biosphere Medical Inc • Pharmaceutical preparations • Massachusetts
We are pleased to offer you continued employment with BioSphere Medical, Inc. (the “Company”) under the following terms and conditions. As consideration for your execution of this letter agreement, the Company will grant you a stock option to purchase 150,000 shares of the Company’s Common Stock, $.01 par value per share (“Common Stock”), as described below in paragraph 3. This agreement will supercede the terms of any prior agreements purporting to set forth the terms and conditions of your employment.
BioSphere Medical, Inc. Restricted Stock Agreement Granted Under 2006 Stock Incentive PlanRestricted Stock Agreement • May 16th, 2006 • Biosphere Medical Inc • Surgical & medical instruments & apparatus • Delaware
ACKNOWLEDGEMENT AND AMENDMENT AGREEMENTAcknowledgement and Amendment Agreement • October 12th, 2007 • Biosphere Medical Inc • Surgical & medical instruments & apparatus
This Acknowledgement and Amendment Agreement (the “Acknowledgement”) is dated October 10, 2007, and is entered into by and between Martin J. Joyce (the “Employee”), and BioSphere Medical, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER AND VOTING AGREEMENTStockholder and Voting Agreement • May 18th, 2010 • Biosphere Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS STOCKHOLDER AND VOTING AGREEMENT (this “Agreement”), dated as of May 13, 2010, is made and entered into among Merit Medical Systems, Inc., a Utah corporation (the “Buyer”), and Cerberus Partners, L.P. and Cerberus International, Ltd. (each a “Stockholder” and collectively, the “Stockholders”).
1 EXHIBIT 10.11 AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • March 31st, 1997 • Biosepra Inc • Miscellaneous chemical products
AMENDMENT NO. 1 TO STOCKHOLDER AND VOTING AGREEMENTStockholder and Voting Agreement • June 3rd, 2010 • Biosphere Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO STOCKHOLDER AND VOTING AGREEMENT (this “Amendment”), dated as of June 1, 2010, is made and entered into among Merit Medical Systems, Inc., a Utah corporation (the “Buyer”), and Cerberus Partners, L.P. and Cerberus International, Ltd. (each a “Stockholder” and collectively, the “Stockholders”).
