LOAN AND SECURITY AGREEMENT (Equipment & Inventory) Dated as of September 26, 2003 between VOLCANO THERAPEUTICS, INC., a Delaware corporation as “Borrower”, and VENTURE LENDING & LEASING III, INC., a Maryland corporation as “Lender”Loan and Security Agreement • March 24th, 2006 • Volcano CORP • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2006 • Volcano CORP • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of the 30th day of January, 2004, by and between Volcano Therapeutics, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
ContractWarrant Agreement • March 24th, 2006 • Volcano CORP • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2006 • Volcano CORP • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made by and amongst Volcano Corporation (the “Company”), having its principal offices at 2870 Kilgore Road, Rancho Cordova, CA 95670 USA, and John Dahldorf (the “Executive”) effective as of February 1, 2006.
ContractSenior Subordinated Note • March 24th, 2006 • Volcano CORP
THIS 15% SENIOR SUBORDINATED NOTE DUE 2008 AND THE INDEBTEDNESS AND OTHER PAYMENT OBLIGATIONS EVIDENCED HEREBY ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBORDINATED IN RIGHT OF PAYMENT TO THE EXTENT AND IN THE MANNER SET FORTH IN THOSE CERTAIN SUBORDINATION AGREEMENTS DATED AS OF EVEN DATE HEREWITH BY AND AMONG VOLCANO THERAPEUTICS, INC., FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS II, L.P. AND SILICON VALLEY BANK AND VOLCANO THERAPEUTICS, INC., FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS II, L.P. AND VENTURE LENDING & LEASING III, INC.
WARRANT TO PURCHASE STOCKWarrant Agreement • March 24th, 2006 • Volcano CORP • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
FUKUDA-GOODMAN NON-EXCLUSIVE SUB-DISTRIBUTION AGREEMENTNon-Exclusive Sub-Distribution Agreement • March 24th, 2006 • Volcano CORP
Fukuda Denshi Co., Ltd., a company incorporated under the laws of Japan (“Supplier”), Goodman Company, Ltd., a company incorporated under the laws of Japan (“Distributor"), and Volcano Corporation, a Delaware corporation (“VOLCANO”).
FUKUDA DENSHI CO., LTD. AND VOLCANO CORPORATION AND VOLCANO JAPAN CO., LTD AMENDED AND RESTATED JAPANESE DISTRIBUTION AGREEMENTJapanese Distribution Agreement • March 24th, 2006 • Volcano CORP
THIS AGREEMENT (“Agreement”), dated as of March 17, 2006 and which shall be effective on the Effective Date (defined below), is made and entered into among Volcano Corporation, a Delaware corporation, with its principal office at 2870 Kilgore Road, Rancho Cordova, California 95670, U.S.A. (hereinafter referred to as “Volcano USA”), Volcano Japan Co., LTD, a corporation of Japan and a wholly-owned subsidiary of Volcano USA, with its principal office at Ebisu Shimizu Bldg 4F, 1-25-7, Ebisu, Shibuya-ku, Tokyo (hereinafter referred to as “Volcano Japan”)(hereinafter Volcano USA and Volcano Japan are sometimes collectively referred to as “Volcano”) and Fukuda Denshi Co., Ltd. a corporation of Japan, with its principal office at 3-39-4 Hongo, Bunkyo-ku, Tokyo 113-8483, Japan (hereinafter referred to as “Fukuda”), and amends and restates certain Japanese Distribution Agreement, dated as of November 30, 2004, by and between Volcano and Fukuda (the “Original Distribution Agreement”).
Loan and Security AgreementLoan and Security Agreement • March 24th, 2006 • Volcano CORP • Delaware
This LOAN AND SECURITY AGREEMENT dated the Effective Date between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and VOLCANO THERAPEUTICS, INC., a Delaware corporation (“Borrower”), whose address is 26061 Merit Circle, Suite 103, Laguna Hills, California 92653, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
VOLCANO-GOODMAN EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • March 24th, 2006 • Volcano CORP • California
Goodman Company, Ltd., a company incorporated under the laws of Japan (“Distributor”), and VOLCANO Therapeutics, Inc., a company incorporated under the laws of the United States (“VOLCANO”).
VOLCANO THERAPEUTICS, INC., as Issuer CERTAIN SUBSIDIARIES OF THE ISSUER PARTY HERETO, as Guarantors NOTE AND WARRANT PURCHASE AGREEMENT with FFC PARTNERS II, L.P. and FFC EXECUTIVE PARTNERS II, L.P. $20,000,000 Senior Subordinated Notes Due 2008...Note and Warrant Purchase Agreement • March 24th, 2006 • Volcano CORP • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2003 by and among VOLCANO THERAPEUTICS, INC., a Delaware corporation (together with its successors, the “Issuer”), the Guarantors signatory hereto, FFC Partners II, L.P. and FFC Executive Partners II, L.P.(collectively, the “Purchasers”, individually a “Purchaser”).
MANAGING DIRECTOR AGREEMENTManaging Director Agreement • March 24th, 2006 • Volcano CORP
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • March 24th, 2006 • Volcano CORP
PACIFIC RIM MEDICAL VENTURES CORP., a Delaware corporation with its principal offices at 34 Emerald Glen, Laguna Niguel, California 92677U.S.A. (hereinafter referred to as “PRMV”)
VOLCANO CORPORATION FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 24th, 2006 • Volcano CORP • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of February 18, 2005 by Volcano Corporation, a Delaware corporation (the “Company”), the existing stockholders of the Company listed on the signature pages hereto (the “Existing Holders”), and the investors listed on the signature pages hereto (each individually an “Investor” and collectively, the “Investors”) and amends and restates in its entirety the Third Amended and Restated Investor Rights Agreement, dated as of December 9, 2003, among the Company, the Existing Holders and the Investors signatory thereto (the “Original Agreement”).
LICENSE AGREEMENTLicense Agreement • March 24th, 2006 • Volcano CORP • California
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of July 21, 2003 (the “Effective Date”) between VOLCANO THERAPEUTICS, INC. (as defined below, “Volcano”), a Delaware corporation, and AVE GALWAY LIMITED (as defined below, “Medtronic”), a corporation existing under the laws of the Republic of Ireland.
NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED. CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE...International Distributor Agreement • March 24th, 2006 • Volcano CORP • California
This is to confirm the understanding and agreement that Goodman Company, Ltd. and Kaneko Enterprises, Inc. (collectively, “Distributor”) and Cardiometrics, Inc. (“Manufacturer”) have reached regarding that certain International Distributor Agreement (“Prior Agreement”) dated as of September 17, 1991 between Distributor and Manufacturer. Capitalized terms not otherwise defined in this letter shall be defined as in the Prior Agreement.
WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • March 24th, 2006 • Volcano CORP • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LICENSE AGREEMENTLicense Agreement • March 24th, 2006 • Volcano CORP • California
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of April, 2002 (the “Effective Date”) by and between Volcano Therapeutics, Inc. (“VOLCANO”), a corporation organized and existing under the laws of the State of Delaware and having an office at 26061 Merit Circle, Suite 103, Laguna Hills, CA 92635 and The Cleveland Clinic Foundation (“CCF”), a non-profit corporation established under the laws of the State of Ohio and located at 9500 Euclid Avenue, Cleveland, OH 44195.
ContractWarrant Agreement • March 24th, 2006 • Volcano CORP • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
ASSET PURCHASE AGREEMENT by and between: Jomed Inc., a Delaware corporation; Jomed N.V., a company organized under the laws of the Netherlands; Jomed GmbH, a company organized under the laws of Germany; and Jomed Benelux S.A. a company organized under...Asset Purchase Agreement • March 24th, 2006 • Volcano CORP • California
THIS ASSET PURCHASE AGREEMENT is entered into as of July 10, 2003 (the “Effective Date”), by and among: JOMED INC. (the “Inc.”) , a Delaware corporation, JOMED N.V., a company formed under the laws of the Netherlands (the “N.V.”), JOMED GMBH, a company formed under the laws of Germany (“GmbH”) and JOMED BENELUX SA, a company formed under the laws of Luxembourg (“Benelux”) (each individually a “Seller” and collectively, the “Sellers”), and, VOLCANCO THERAPEUTICS, INC., a Delaware corporation (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FUKUDA DENSHI CO., LTD. AND VOLCANO THERAPEUTICS, INC. JAPANESE DISTRIBUTION AGREEMENTJapanese Distribution Agreement • March 24th, 2006 • Volcano CORP
THIS AGREEMENT (“Agreement”), effective on the Effective Date (defined below), is made and entered into between Volcano Therapeutics, Inc., a Delaware corporation, with its principal office at 2870 Kilgore Road, Rancho Cordova, California 95670, U.S.A. (hereinafter referred to as “Volcano”), and Fukuda Denshi Co., Ltd., a corporation of Japan, with its principal office at 3-39-4 Hongo, Bunkyo-ku, Tokyo 113, Japan (hereinafter referred to as “Fukuda”).
SUPPLY AGREEMENTSupply Agreement • March 24th, 2006 • Volcano CORP • California
THIS SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of July 21, 2003 (the “Effective Date”) between VOLCANO THERAPEUTICS, INC. (as defined below, “Volcano” or “Supplier”), a Delaware corporation, and AVE GALWAY LIMITED (as defined below, “Medtronic”), a corporation existing under the laws of the Republic of Ireland.
FUKUDA DENSHI CO. LTD. AND ENDOSONICS CORPORATION JAPANESE DISTRIBUTION AGREEMENTJapanese Distribution Agreement • March 24th, 2006 • Volcano CORP
THIS AGREEMENT (“Agreement”), effective on the Effective Date (defined below), is made and entered into between EndoSonics Corporation, a Delaware corporation, with its principal offices at 2870 Kilgore Road, Rancho Cordova, California 95670, U.S.A. (hereinafter referred to as “EndoSonics”), and Fukuda Denshi Co., Ltd., a corporation of Japan, with its principal offices at 3-39-4 Hongo, Bunkyo-ku, Tokyo 113, Japan (hereinafter referred to as “Fukuda”).
SUPPLY AND DISTRIBUTION AGREEMENT #06-OEM-VC-EV-JLBSupply and Distribution Agreement • March 24th, 2006 • Volcano CORP
THIS AGREEMENT is made as of this 16th day of March 2006, between General Electric Medical Systems Scs (“GEHC”), a corporation organized under the laws of France, with its principal place of business at 283 Rue de la Minière, 78533 Buc Cedex, France acting on its own behalf and on behalf of the Healthcare divisions of the General Electric Company and their affiliates and Volcano Corporation (“VC”), a corporation organized under the laws of Delaware, USA with its principal place of business at registered office and its principal place of business at 2870 Kilgore Road, Rancho Cordova, CA 95670, USA, (each of GEHC and VC, a “Party” and together the “Parties”).
SUPPLEMENT to the Loan and Security Agreement Dated as of September 26, 2003 between Volcano Therapeutics, Inc. (“Borrower”) and Venture Lending & Leasing III, Inc. (“Lender”)Loan and Security Agreement • March 24th, 2006 • Volcano CORP • California
This is a Supplement identified in the document entitled Loan and Security Agreement dated as of September 26, 2003, between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Section 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of that document and this Supplement, this Supplement is controlling. Execution of this Supplement by the Lender and Borrower shall constitute execution of the Loan and Security Agreement.
SUPPLEMENT to the Loan and Security Agreement Dated as of September 30, 2004 between Volcano Therapeutics, Inc. (“Borrower”) and Venture Lending & Leasing IV, Inc. (“Lender”)Loan and Security Agreement • March 24th, 2006 • Volcano CORP • California
This is a Supplement identified in the document entitled Loan and Security Agreement dated as of September 30, 2004, between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Section 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of that document and this Supplement, this Supplement is controlling. Execution of this Supplement by the Lender and Borrower shall constitute execution of the Loan and Security Agreement.
