Development AgreementDevelopment Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Development Agreement (“Agreement”), is made and entered into, to be effective as of July 6, 2007 (the “Effective Date”), by and between MAKO Surgical Corp, a Delaware corporation having its principal place of business at 2555 Davie Road, Ft. Lauderdale, Florida (“Company”), and Martin W. Roche, M.D., with an address at 2320 Delmar Place, Ft. Lauderdale, Florida 33301 (“Physician”). Company and Physician may each be referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment (“Amendment”) is made effective July 6, 2007 (“Effective Date”), by and between MAKO Surgical Corp. (“MAKO”) with a principle place of business at 2555 Davie Road, Ft. Lauderdale, FL 33317 and Martin W. Roche, M.D. (“Consultant”) currently residing at 2320 Delmar Place, Ft. Lauderdale, Florida 33301.
SUBLICENSE AGREEMENTSublicense Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Sublicense Agreement (the “Agreement”), effective as of May 24th, 2006 (“Effective Date”) is made by and between SensAble Technologies, Inc. (“SensAble”), a Delaware corporation, having offices at 15 Constitution Way, Woburn, MA 01801, and MAKO Surgical Corp. (“MAKO”), a Delaware corporation with offices at 2901 Simms St., Hollywood, FL 33020. SensAble and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LICENSE AGREEMENTLicense Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into this 1st day of September, 2005 (the “Effective Date”), by and among Integrated Surgical Systems, Inc., a Delaware corporation (“ISS”), and MAKO Surgical Corp., a Delaware corporation (“MAKO”). ISS and MAKO are each referred to as a “Party” and collectively as “Parties.”
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into this 17th day of December, 2004, by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp., a Delaware corporation (“Company”).
EXECUTION COPY PATENT CROSS LICENSELicense Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
LICENSE AGREEMENT (“Agreement”) dated as of the Agreement Date, hereinbelow defined, by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“IBM”), MAKO Surgical Corporation, a Delaware corporation (MAKO), and Z-KAT, Inc., a Florida corporation and a holder of some or all intellectual property for MAKO (“Z-KAT”).
LICENSE AGREEMENTLicense Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This License Agreement (along with all schedules and exhibits hereto, the “Agreement”) is made and entered into as of the last date of execution appearing on the signature page hereto (the “Effective Date”), by and between Encore Medical, L.P., a Delaware limited partnership, having its principal place of business in Austin, Texas (“ENCORE”) and MAKO Surgical Corp., a Delaware corporation, having its principal place of business in Ft. Lauderdale, Florida (“MAKO”). ENCORE and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Consulting Agreement (“Agreement”) is made and entered into on August 12, 2005 (“Effective Date”) by and between MAKO Surgical Corp. (“MAKO”) with a principle place of business at 2901 Simms Street, Hollywood, Florida 33020 and Martin W. Roche, M.D. (“Consultant”) currently residing at 2320 Delmar Place, Ft. Lauderdale, Florida 33301.
RESEARCH AGREEMENTResearch Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS AGREEMENT effective this 10th day of February, 2005 by and between MAKO SURGICAL CORP., with offices located at 2901 Simms St., Hollywood, FL 33020, (“Sponsor”) and the UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, an educational institution of the State of Florida (“University”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MAKO SURGICAL CORP. AND EACH OF THE INVESTORS IDENTIFIED HEREIN AND THE ADDITIONAL INVESTORS FROM TIME TO TIME PARTY HERETO FEBRUARY 6, 2007Registration Rights Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 6, 2007 (the “Effective Date”), by and among (i) MAKO Surgical Corp., a Delaware corporation (the “Company”), (ii) Z-KAT, Inc., a Florida corporation (“Z-KAT”), (iii) Dana Mears, MD, Ph.D., an individual (“Dr. Mears”), Alastair Clemow, Ph.D. MBA, an individual (“Dr. Clemow”), Maurice R. Ferré, MD, an individual (“Dr. Ferré”) and Steven B. Brown, an individual (iv) each of the individuals and entities from time to time identified as a “Series A Investor” in Exhibit A hereto, together with any successors and/or, subject to Section 1.7 below, any transferees or assignees of such entity (each individually, a “Series A Investor”, and collectively, the “Series A Investors”), (v) and each of the individuals and entities from time to time identified as a “Series B Investor” in Exhibit A hereto, together with any successors and/or, subject to Section 1.7 below, any transferees or ass
MULTI-TENANT LEASEMulti-Tenant Lease • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS LEASE AGREEMENT is made and is entered into by and between Westport Business Park Associates LLP, a Florida limited liability partnership (the “Landlord”) and Mako Surgical Corp., a Delaware corporation (the “Tenant” or “You” or “you”).
Amendment and Restatement of the Company Stockholders AgreementStockholders Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, by resolution at the Special Meeting of the Board of Directors of the Company (the “Board”) on March 5, 2007 (the “March 5 Meeting”), the Board approved and ratified, subject to the approval of the required percentages of MAKO Stock, the following two (2) amendments (together, the “Amendments”) to the Second Amended and Restated Stockholders Agreement of the Company, effective February 6, 2007 (the “Stockholders Agreement”):
AMENDMENT TO ADDENDUM TO ASSET CONTRIBUTION AGREEMENTAddendum to Asset Contribution Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT (together with all exhibits hereto, this “Amendment”) TO THE ADDENDUM TO ASSET CONTRIBUTION AGREEMENT (the “Addendum”) is made and entered into effective the 26th day of April, 2007 (the “Effective Date”), by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp, a Delaware corporation (“MAKO,” with each of Z-KAT and MAKO being referred to as a “Party” and, together, as the “Parties.”)
CONSULTING AGREEMENTConsulting Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Consulting Agreement (“Agreement”) is made and entered into on April 6, 2007 (“Effective Date”) by and between MAKO Surgical Corp. (“MAKO”) with a principle place of business at 2901 Simms Street, Hollywood, Florida 33020 and Thomas M. Coon, MD (“Consultant”) with a principle place of business at 2540 Sister Mary Columba Dr., Red Bluff, CA 96080.
EXCLUSIVE LICENSE AGREEMENT By and between University of Florida Research Foundation and MAKO Surgical Corp.Exclusive License Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
[***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
SUPPLY AGREEMENTSupply Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Supply Agreement (the “Agreement”), is made and entered into as of the last date of execution appearing on the signature page hereto (the “Effective Date”), by and between Trigon Incorporated, a Pennsylvania corporation, having its principal place of business in McMurray, Pennsylvania and which operates the business division it calls “Stelkast” (“STELKAST”) and MAKO Surgical Corp., a Delaware corporation, having its principal place of business in Hollywood, Florida (“MAKO”). STELKAST and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This License Agreement (the “Agreement”), is made and entered into as of the last date of execution appearing on the signature page hereto (the “Effective Date”), by and between Trigon Incorporated, a Pennsylvania corporation, having its principal place of business in McMurray, Pennsylvania and which operates the business division it calls “Stelkast” (“STELKAST”) and MAKO Surgical Corp., a Delaware corporation, having its principal place of business in Hollywood, Florida (“MAKO”). STELKAST and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUPPLY AGREEMENTSupply Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Supply Agreement (along with all schedules and exhibits hereto, the “Agreement”), is made and entered into as of the last date of execution appearing on the signature page hereto (the “Effective Date”), by and between Encore Medical, L.P., a Delaware limited partnership, having its principal place of business in Austin, Texas (“ENCORE”) and MAKO Surgical Corp., a Delaware corporation, having its principal place of business in Hollywood,, Florida (“MAKO”). ENCORE and MAKO are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Letter of AgreementLetter of Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Letter of Agreement (“LOA”), binding and effective upon execution by both parties, shall define the scope and terms for a definitive agreement (the “Definitive Agreement”) to be entered into between MAKO Surgical Corp (“MAKO”) and The Anspach Effort, Inc. (“Anspach”), which shall include strategic business alliance (the “Alliance”) for integration of the MAKO Haptic Guidance System™ (“HGS”) and the Anspach electric power instrument system, (eMax2/SC-2000) and related accessories (collectively, the “eMax”).
LICENSE AGREEMENTLicense Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into this 17th day of December, 2004 (the “Effective Date”), by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp., a Delaware corporation (“MAKO”). Z-KAT and MAKO are each referred to as a “Party” and collectively as “Parties.”
AMENDMENT TO RESEARCH AGREEMENTResearch Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT effective this 15 day of August, 2007 by and between MAKO SURGICAL CORP., with offices located at 2555 Davie Road, Fort Lauderdale, FL 33317, (hereinafter referred to as “Sponsor”) and the UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, a public corporation of the State of Florida, providing higher education, research and service for the public good (hereinafter refered to as “University”).
ADDENDUM TO ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS ADDENDUM TO ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective the 28th day of December, 2006 (the “Effective Date”), by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp., a Delaware corporation (“MAKO,” with each of Z-KAT and MAKO being referred to as a “Party” and, together, as the “Parties.”)
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG MAKO SURGICAL CORP. AND EACH OF THE STOCKHOLDERS LISTED ON EXHIBIT B AND THE ADDITIONAL STOCKHOLDERS FROM TIME TO TIME PARTY HERETO FEBRUARY 6, 2007 As amended March 5, 2007Stockholders Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of February 6, 2007 (the “Effective Date”) by and among (i) MAKO Surgical Corp., a Delaware corporation (the “Company”); (ii) each of the individuals and entities from time to time identified as a “Series A Investor Stockholder” in Exhibit B hereto (each individually, a “Series A Investor Stockholder”, and collectively, the “Series A Investor Stockholders”); (iii) each of the individuals and entities from time to time identified as a “Series B Investor Stockholder” in Exhibit B hereto (each individually, a “Series B Investor Stockholder”, and collectively, the “Series B Investor Stockholders”); (iv) each of the individuals and entities from time to time identified as a “Series C Investor Stockholder” in Exhibit B hereto (each individually, a “Series C Investor Stockholder”, and collectively, the “Series C Investor Stockholders”); (v) Z-KAT, Inc., a Florida corporation (“Z-KAT”), Dana Mears, MD
MANUFACTURING SUPPLY AGREEMENTManufacturing Supply Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This MANUFACTURING SUPPLY AGREEMENT (this “Agreement”), effective as of July 26, 2007 (the “Effective Date”), is made by and between MAKO SURGICAL, INC., having a place of business at 2555 Davie Road Ft. Lauderdale, FL 33317 (“MAKO Surgical”), and SYMMETRY MEDICAL, having a place of business at 220 West Market Street, Warsaw IN 46580-2827 (“Service Provider”).
