0000891618-06-000401 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • October 2nd, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2006, is made by and between Hansen Medical, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Hansen Medical, Inc. Option Agreement (Nonstatutory Stock Option)
Option Agreement • October 2nd, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Hansen Medical, Inc. (the “Company”) has granted you a stock option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

LICENSE AGREEMENT
License Agreement • October 2nd, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS AGREEMENT is made and entered into effective March 7, 2003 (“Effective Date”) by Mitsubishi Electric Research Laboratories, Inc. (“MERL”), a Delaware corporation, having its principal place of business at 201 Broadway, Cambridge, MA 02139 and AutoCath, Inc. (“AutoCath”), a Delaware corporation, having its principal place of business at 811 Hansen Way, Building 2, Palo Alto, California 94304.

Hansen Medical, Inc. 2006 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)
Option Agreement • October 2nd, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Hansen Medical, Inc. (the “Company”) has granted you a stock option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

DEVELOPMENT AND SUPPLY AGREEMENT made by and between
Development and Supply Agreement • October 2nd, 2006 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies

FD holds a license for force feedback applications using DELTA technology and registered patents. FD has proprietary rights, specifically know how, in force feedback applications.

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