AEROGEN, INC. SECURED CONVERTIBLE DEBENTURE DUE MARCH 1, 2004Securities Agreement • November 14th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus
THIS DEBENTURE is one of a series of duly authorized and issued debentures of Aerogen, Inc., a Delaware corporation (the “Borrower”), designated as its Secured Convertible Debentures due March 1, 2004, in the aggregate principal amount of up to One Million Dollars ($1,000,000) (the “Debentures”).
DISTRIBUTION, MANUFACTURING AND SUPPLY AGREEMENTDistribution, Manufacturing and Supply Agreement • November 14th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus
This Distribution, Manufacturing and Supply Agreement (the “Agreement”) is made and entered into as of September 30, 2003 (the “Effective Date”) by and between Aerogen, Inc., a Delaware corporation, with offices at 2071 Stierlin Court, Mountain View, CA 94043 (“Aerogen”), and Medical Industries America, Inc., an Iowa corporation, with offices at 2636 289th Place, Adel, IA 50003 (“MIA”). Aerogen and MIA may be referred to herein individually as a “Party” or collectively as the “Parties”.
ContractSecurities Agreement • November 14th, 2003 • Aerogen Inc • Surgical & medical instruments & apparatus
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
