MD3, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 13th, 2010 • REVA Medical, Inc. • California
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 13th, 2010 • REVA Medical, Inc. • Delaware
This Indemnification Agreement, dated as of , 2010, is made by and between REVA Medical, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
REVA MEDICAL, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 13th, 2010 • REVA Medical, Inc. • California
REVA Medical, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the REVA Medical, Inc. 2010 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (
EXCLUSIVE LICENSE AGREEMENT NUMBER Between REVA Medical, Inc. and RUTGERS, THE STATE UNIVERSITY OF NEW JERSEYExclusive License Agreement Number 2 • August 13th, 2010 • REVA Medical, Inc. • New Jersey
THIS Exclusive License Agreement Number 2 (the “Agreement”) is made and is effective as of the 1st day of June 2010, (the “Effective Date”) by and between Rutgers, The State University Of New Jersey, having its statewide Office of Technology Commercialization at ASB Annex III, 3 Rutgers Plaza, New Brunswick, New Jersey 08901-8559, (hereinafter referred to as “Rutgers”), and REVA Medical, Inc., a California corporation having a principal place of business at 5751 Copley Drive, Suite B, San Diego, CA 92111 (hereinafter referred to as “Licensee”).
DISTRIBUTION OPTION AGREEMENTDistribution Option Agreement • August 13th, 2010 • REVA Medical, Inc. • Massachusetts
THIS DISTRIBUTION OPTION AGREEMENT (the “Agreement”), is made and entered into on December 7, 2007 (the “Effective Date”), by and between (i) Boston Scientific Corporation, a Delaware corporation (“BSC”), and (ii) Reva Medical, Inc., a California corporation (“Reva”).
ROYALTY AND LICENSE AGREEMENTAgreement • August 13th, 2010 • REVA Medical, Inc. • California
This License Agreement (this “AGREEMENT”) is entered into and effective upon the date of last signature herein (the “EFFECTIVE DATE”), by and between Integral LifeSciences Corporation, a corporation organized under the laws of the State of Delaware, having a business office at 105 Morgan Lane, Plainsboro, New Jersey 08536 (hereinafter referred to as “INTEGRA”), and REVA Medical, Inc., a corporation duly organized and existing under the laws of California, having its principal office at 5751 Copley Drive, Suite B, San Diego, CA 92111 (hereinafter referred to as “REVA”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2010 • REVA Medical, Inc. • California
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of October 13, 2004 (the “Agreement Date”), by and between Boston Scientific Corporation, a Delaware corporation (the “Buyer”), and Reva Medical, Inc., a California corporation (the “Company”).
THIRD AMENDMENT TO LEASELease • August 13th, 2010 • REVA Medical, Inc.
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of December 14, 2006, by and between ARI COMMERCIAL PROPERTIES, INC., a California corporation, agent for the tenant in common owners (“Landlord”), and REVA MEDICAL, INC., a California corporation formerly known as MD3, Inc. (“Tenant”), with reference to the following facts:
AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 13th, 2010 • REVA Medical, Inc.
This AMENDMENT NO. 1 (this “Amendment”) is made as of this 7th day of December, 2007, by and among (i) Boston Scientific Corporation, a Delaware corporation (the “Parent”), (ii) RMI Acquisition Corp., a California corporation and a wholly owned Subsidiary of Boston Scientific Scimed, Inc. (which is a wholly owned Subsidiary of Parent and formerly known as Scimed Life Systems, Inc.) (“Merger Sub”), (iii) REVA Medical, Inc., a California corporation (the “Company”), and (iv) Robert Stockman, Gordon Nye and Brian Dovey, acting in each case in his capacity as a member of the Stockholder Representative Committee. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Merger Agreement referred to below.
AMENDMENT NO. 1 to SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2010 • REVA Medical, Inc.
This AMENDMENT NO. 1 (this “Amendment”) is made as of this 7th day of December, 2007, by and among (i) Boston Scientific Corporation, a Delaware corporation (“BSC”) and (ii) Reva Medical, Inc., a California corporation (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Purchase Agreement referred to below.
SECOND AMENDMENT TO LEASELease • August 13th, 2010 • REVA Medical, Inc.
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of February 18, 2006, by and between ARI COMMERCIAL PROPERTIES, INC., a California corporation, agent for the tenant in common owners (“Landlord”), and REVA MEDICAL, INC., a California corporation formerly known as MD3, Inc. (“Tenant”), with reference to the following facts:
FIRST AMENDMENT TO LEASELease • August 13th, 2010 • REVA Medical, Inc.
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made as of January 3, 2005, by and between FSP Telecom Business Center Limited Partnership, a Massachusetts limited partnership (“Landlord”), and Reva Medical, Inc., a California corporation formerly known as MD3, Inc. (“Tenant”), with reference to the following facts:
FOURTH AMENDMENT TO LEASELease • August 13th, 2010 • REVA Medical, Inc.
This FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is dated for reference purposes May 7, 2008 (“Fourth Amendment Date”), by and between ARI COMMERCIAL PROPERTIES, INC., a California corporation, in its capacity as agent for the tenant-in-common owners of the Building (“Landlord”), and REVA MEDICAL, INC., a California corporation (“Tenant”), with reference to the facts set forth in the Recitals below.
Agreement and Plan of MergerAgreement and Plan of Merger • August 13th, 2010 • REVA Medical, Inc. • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 13, 2004 (the “Agreement Date”), by and among (i) Boston Scientific Corporation, a Delaware corporation (the “Parent”), (ii) RMI Acquisition Corp., a California corporation and a wholly owned Subsidiary of Scimed Life Systems, Inc. (which is a wholly owned Subsidiary of Parent) (“Merger Sub”), (iii) REVA Medical, Inc., a California corporation (the “Company”), and (iv) Robert Stockman, Gordon Nye and Brian Dovey, acting in each case in his capacity as a member of the Stockholder Representative Committee referred to herein. Capitalized terms used herein without definition shall have the respective meanings set forth in Section 10.2 hereof.
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • August 13th, 2010 • REVA Medical, Inc.
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between MD3, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted on this date to Optionee under the terms of the Corporation’s 2001 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them in the Option Agreement.
