EMPLOYEE CONFIDENTIALITY/RESTRICTIVE COVENANT AGREEMENTEv3 Inc. • April 5th, 2005 • MinnesotaThis Agreement is made and entered into as of the 21 day of March, 2005, by and between ev3 Endovascular, Inc., d.b.a. ev3 Inc. (together with all of its subsidiaries, its parent company and its affiliates, the "Company") and Patrick D. Spangler ("Employee").
ASSET PURCHASE AGREEMENT dated as of September 29, 2004 among EDWARDS LIFESCIENCES AG and EV3 SANTA ROSA, INC., EV3 TECHNOLOGIES, INC. and EV3 INC.Asset Purchase Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of September 29, 2004 (this "Agreement"), is by and among Edwards Lifesciences AG, a company organized under the laws of Switzerland ("Buyer"), ev3 Santa Rosa, Inc., a California corporation ("Santa Rosa"), ev3 Technologies, Inc., the sole shareholder of Santa Rosa and a Delaware corporation ("ev3 Technologies"), and ev3 Inc., the sole shareholder of ev3 Technologies and a Delaware corporation (the "Parent") (Santa Rosa, ev3 Technologies and Parent, collectively, "ev3").
FIRST AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • April 5th, 2005 • Ev3 Inc.
This First Amendment to Distribution Agreement, made effective December 31, 2004, is entered into between INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,
ev3 LLC HOLDERS AGREEMENTHolders Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
WHEREAS, the Preferred Investors and the Management Investors have, pursuant to the terms of a Contribution and Exchange Agreement, dated as of August 29, 2003, by and among ev3 Acquisition Corp., a Delaware corporation ("Newco"), the Preferred Investors and the Management Investors (the "Newco Contribution Agreement"), contributed to Newco, the shares of common stock, par value $0.01 per share, of ev3 Inc., a Delaware corporation ("ev3"), the shares of Series A Convertible Preferred Stock, par value $0.01 per share, of ev3 ("Series A Preferred"), the shares of Series B Convertible Preferred Stock, par value $0,01 per share, of ev3 ("Series B Preferred") and the shares of Series C Convertible Preferred Stock, par value $0.01 per share, of ev3 ("Series C Preferred" and, together with the Series A Preferred and Series B Preferred, the "Preferred Stock") owned by each of the Preferred Investors and the Management Investors in exchange for shares of common stock, par value $0.01 per share,
ROYALTY AGREEMENTRoyalty Agreement • April 5th, 2005 • Ev3 Inc. • Minnesota
This Agreement, effective JUNE 29, 2001, is by and between AGA Medical Corporation, a Minnesota corporation having a principal place of business at 682 Mendelssohn Ave., Golden Valley, MN 55427 ("Licensor"), and Microvena Corporation, a Minnesota corporation having a principal place of business at 1861 Buerkle Road, White Bear Lake, Minnesota 55110-5246 (the "Licensee").
CORPORATE OPPORTUNITY AGREEMENTCorporate Opportunity Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
This Corporate Opportunity Agreement, dated as of April 4, 2005 (the "Agreement"), is entered into by and among the institutional stockholders listed on Schedule I hereto (each, a "Stockholder" and collectively, the "Stockholders") and ev3 Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 6.1 of this Agreement.
ROYALTY AGREEMENTEv3 Inc. • April 5th, 2005
MICROVENA Corporation agrees to pay Frank Kotula a royalty of 2.0 percent of the net selling price of the product outlined below for a 15 year period commencing with the first commercial sale of the device.
AMENDMENT NO. 1 TO OPERATING AGREEMENT OF ev3 LLCOperating Agreement • April 5th, 2005 • Ev3 Inc.
This Amendment No. 1 to Operating Agreement ("Amendment No. 1") of ev3 LLC, a Delaware limited liability company (the "Company"), is dated as of March 1, 2005, and entered into by and among the Company and the persons executing this Amendment No. 1 as Members of the Company (the "Members"), effective as of August 29, 2003.
AGREEMENT AND PLAN OF MERGER AMONG APPRIVA MEDICAL, INC. MICROVENA CORPORATION AND APPRIVA ACQUISITION CORP.Iv Agreement and Plan of Merger • April 5th, 2005 • Ev3 Inc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated as of July 15, 2002, by and among Microvena Corporation, a Minnesota corporation (the "Parent"), Appriva Acquisition Corp., a California corporation and a wholly owned subsidiary of the Parent ("Merger Sub"), and APPRIVA Medical, Inc., a California corporation (the "Company").
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 5th, 2005 • Ev3 Inc.
THIS AGREEMENT entered into this 29 day of June, 2001 by and between Microvena Corporation, a Minnesota corporation having a principal place of business at 1861 Buerkle Road, White Bear Lake, Minnesota 55110-5246 (the "Licensor"), and AGA Medical Corporation, a Minnesota corporation having a principal place of business at 682 Mendelssohn Ave., Golden Valley, MN 55427 ("Licensee").
DISTRIBUTION AGREEMENT betweenDistribution Agreement • April 5th, 2005 • Ev3 Inc.
INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • April 5th, 2005 • Ev3 Inc. • California
Between INTRAVASCULAR MEDICAL, INC., having a place of business at 14609 Colony Way, Poway, California 92604, (hereinafter the "Licensor")
NOTE CONTRIBUTION AND EXCHANGE AGREEMENTExchange Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
This Note Contribution and Exchange Agreement, dated as of April 4, 2005 (the "Agreement"), is entered into by and among the noteholders listed on Schedule I hereto (each, a "Noteholder" and collectively, the "Noteholders"), ev3 Endovascular Inc. (formerly known as ev3 Inc.), a Delaware corporation ("ev3 Endovascular"), and ev3 Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 8.1 of this Agreement.
SURMODICS-MODIFIED PRODUCT AGREEMENTEv3 Inc. • April 5th, 2005 • MinnesotaWHEREAS, SURMODICS has developed proprietary processes and products involving the use of chemical compositions that incorporate latent reactive chemical groups for bonding molecules, synthetic polymers and other chemical species onto surfaces, into matrices, and to other molecules ("SURMODICS' Technology"); and
LICENSE AGREEMENTLicense Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of September 29, 2004, (the "Effective Date") between Edwards Lifesciences AG, a company organized wider the laws of Switzerland, having a place of business at Chemin du Glapin, 1162 St. Prex, Switzerland ("Edwards"), and ev3 Inc. ("ev3"), a Delaware corporation having a place of business at 4600 Nathan Lane North, Plymouth, MN 55442-2920.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 5th, 2005 • Ev3 Inc.
THIS AGREEMENT entered into this 29 day of June, 2001 by and between Microvena Corporation, a Minnesota corporation having a principal place of business at 1861 Buerkle Road, White Bear Lake, Minnesota 55110-5246 ("Licensee"), and AGA Medical Corporation, a Minnesota corporation having a principal place of business at 682 Mendelssohn Ave., Golden Valley, MN 55427 ("Licensor").
OPERATING AGREEMENT OF ev3 LLC, A DELAWARE LIMITED LIABILITY COMPANY THESE MEMBERSHIP UNITS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY FEDERAL OR STATE SECURITIES LAWS. THESE MEMBERSHIP UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND MAY NOT BE...Operating Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
This Operating Agreement (this "Agreement") of ev3 LLC, a Delaware limited liability company (the "Company"), is made and entered into as of August 29, 2003, by and among the Company and the persons executing this Agreement on the signature page hereof (hereinafter collectively, together with such other persons who may hereafter become members as provided herein, referred to as the "Members" or individually as a "Member").
AMENDMENT TO THE MASTER LICENSE AGREEMENTMaster License Agreement • April 5th, 2005 • Ev3 Inc.
This is an Amendment to the Master License Agreement (Agreement) between SurModics, Inc. (SURMODICS) and Microvena Corporation (MICROVENA), fully executed on December 29, 1998, a copy of which is attached hereto and incorporated herein by reference.
CONTRIBUTION AND EXCHANGE AGREEMENTAnd Exchange Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
This Contribution and Exchange Agreement, dated as of April 4, 2005 (the "Agreement"), is entered into by and among the institutional stockholders listed on Schedule I hereto (each, a "Stockholder" and collectively, the "Stockholders"), ev3 LLC, a Delaware limited liability company ("ev3 LLC"), ev3 Inc., a Delaware corporation (the "Company"), and Micro Therapeutics, Inc., a Delaware corporation ("MTI"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 9.1 of this Agreement.
MASTER LICENSE AGREEMENTMaster License Agreement • April 5th, 2005 • Ev3 Inc.
THIS AGREEMENT by and between SurModics, Inc., a corporation of the State of Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344, (hereinafter referred to as SURMODICS), and Microvena Corporation, a corporation of the State of MINNESOTA, which has an office at 1861 Buerkle Road, White Bear Lake, MN 55110-5246 (hereinafter referred to as MICROVENA).
CONSULTING AGREEMENT INDEPENDENT CONSULTANT AGREEMENTConfidential Separation Agreement and General • April 5th, 2005 • Ev3 Inc. • Minnesota
Pursuant to the Confidential Separation Agreement and General Release dated as of January 15, 2004 ("Separation Agreement"), this Independent Consultant Agreement ("Agreement") is entered into between Paul R. Buckman whose address is 200 Wildhurat Road, Tonka Bay, MN 55331, ("Consultant") and ev3 Inc., a Delaware corporation whose address is 4600 Nathan Lane North, Plymouth, MN 55442 ("Company").
AGREEMENT AND PLAN OF MERGER2005 Agreement and Plan of Merger • April 5th, 2005 • Ev3 Inc. • Delaware
This Agreement and Plan of Merger (this "Agreement"), dated as of April 4, 2005, is made and entered into by and between ev3 LLC, a Delaware limited liability company ("ev3 LLC") and ev3 Inc., a Delaware corporation and wholly owned subsidiary of ev3 LLC (the "Company").
CONSULTING AGREEMENTConsulting Agreement • April 5th, 2005 • Ev3 Inc. • Delaware
This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 22nd day of November, 2004, by and between ev3 Inc., a Delaware limited liability company (the "Company"), and Dale A. Spencer (the "Consultant").
ROYALTY AGREEMENTEv3 Inc. • April 5th, 2005
MICROVENA Corporation agrees to pay Dr. Kurt Amplatz a royalty of 2.0 percent of the net selling price of the product outlined below for a 15 year period commencing with the first commercial sale of the device.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • April 5th, 2005 • Ev3 Inc. • Minnesota
This Confidential Separation Agreement and General Release (the "Agreement") is made and entered into between Paul R. Buckman, whose address is 200 Wildhurst Rd., Tonka Bay, MN 55331 ("Buckman") and ev3 Inc., whose address is 4600 Nathan Lane North, Plymouth, MN 55442 ("Employer"), ev3 LLC, whose address is 4600 Nathan Lane North, Plymouth, MN 55442 ("ev3 LLC") and Warburg, Pincus Equity Partners L.P., a Delaware limited partnership, ("WP").
SUBSCRIPTION AGREEMENTAgreement • April 5th, 2005 • Ev3 Inc. • DelawareThis letter (the "Agreement") is being written for the purpose of setting forth the terms of the understandings between ev3 Endovascular, Inc., a Delaware corporation (the "Company"), and each of the holders listed on Schedule 1 hereto (each a "Holder" and, collectively, the "Holders") in connection with the sale and purchase of the Notes (as defined below) of the Company.
CONSENT TO ASSIGNMENT AGREEMENTEv3 Inc. • April 5th, 2005
This Consent to Agreement ("Consent") is entered into by and between ev3, Inc., a Delaware corporation ("ev3"), Microvena Corporation, a Minnesota corporation (Microvena"), and SurModics, Inc., a Minnesota corporation ("SurModics").
ATTACHMENT A2 February 21, 2002 SurModics-Modified Product Agreement between SurModics, Inc. and ev3 Inc., successor in interest to Microvena CorporationEv3 Inc. • April 5th, 2005
LICENSE AGREEMENTLicense Agreement • April 5th, 2005 • Ev3 Inc.
This Agreement is entered into as of April 1, 1995, by and between Terumo Corporation ("Terumo"), a Japanese corporation having its principal place of business at 44-1, 2-chome, Hatagaya, Shibuya-ku, Tokyo 151, Japan, Flexmedics Corporation ("Flexmedics") a Minnesota corporation having its principal place of business at 12400 Whitewater Drive, Suite 2040, Minnetonka, Minnesota 55343, and Microvena Corporation ("Microvena"), a Minnesota corporation having its principal place of business at 1861 Buerkle Road, White Bear Lake, Minnesota 55110-5246.
ATTACHMENT A3 February 21,2002 SurModics-Modified Product Agreement between SurModics, Inc. and ev3 Inc., successor in interest to Microvena CorporationEv3 Inc. • April 5th, 2005
LICENSE AGREEMENTLicense Agreement • April 5th, 2005 • Ev3 Inc.
This Agreement is made effective as of the close of business on November 20, 1998 ("Effective Date"), by and among Medtronic InStent, Inc. ("InStent"), a Delaware corporation, and Medtronic, Inc. ("Medtronic"), a Minnesota corporation.
SUBLICENSE AGREEMENTSublicense Agreement • April 5th, 2005 • Ev3 Inc.
THIS SUBLICENSE AGREEMENT ("Agreement") is made and entered into effective as of the 28th day of August, 2000 (the "Effective Date") by and between ANGIOMED, GmbH & Co. Medizintechnik KG., a German corporation ("ANGIOMED"), and ENDICOR MEDICAL, INC., a California corporation, ("ENDICOR").
