0001193125-03-037900 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Georgia

THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of February 5, 2003 (the “Effective Date”), between ROBERT T. ATWOOD (the “Executive”) and CORAUTUS GENETICS INC., a Delaware corporation (the “Company”);

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INVESTMENT AGREEMENT
Investment Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York

INVESTMENT AGREEMENT, dated as of July 30, 2003 (the “Signing Date”), between CORAUTUS GENETICS INC., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor”, each a “Party” and together with the Company, the “Parties”).

April 15, 2003 Carin Sandvik 1473 Flair Encinitas Drive Encinitas, CA 92024 Re: Retention Arrangement Dear Carin:
Retention Arrangement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • California

On behalf Corautus Genetics Inc. (the “Company”), I am pleased to provide you with this letter agreement (“Agreement”) setting forth the various terms and conditions of a retention arrangement which the Company is offering you in the context of the current reduction in force. This Agreement will be effective immediately upon the date the Company timely receives a copy executed by you as indicated below (the “Effective Time”) and, of course, will be null and void if you fail to return such a copy as specified below. As explained herein, although you will remain an “at-will” employee, the Company has agreed to pay you certain bonuses for remaining employed through a specified date.

LOAN AGREEMENT among BOSTON SCIENTIFIC CORPORATION as Purchaser, and CORAUTUS GENETICS INC. and VASCULAR GENETICS INC. as Issuers Dated as of July 30, 2003
Loan Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York

LOAN AGREEMENT (this “Agreement”) is made and entered into this 30th day of July, 2003, among CORAUTUS GENETICS INC., a Delaware corporation (“Parent”), and its wholly-owned subsidiary, VASCULAR GENETICS INC., a Delaware corporation (“VGI” and, together with the Parent, the “Issuers”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Purchaser” and, together with the Issuers, the “Parties”).

DEVELOPMENT AGREEMENT by and between BOSTON SCIENTIFIC CORPORATION and CORAUTUS GENETICS INC. Dated as of July 30, 2003
Development Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York

This DEVELOPMENT AGREEMENT (this “Agreement“) is made and entered into this 30th day of July, 2003 (the “Effective Date”) by and between BOSTON SCIENTIFIC CORPORATION (“BSC”), a Delaware corporation, and CORAUTUS GENETICS INC. (the “Company”), a Delaware corporation (each a “Party,” and collectively, the “Parties”).

DISTRIBUTION AGREEMENT by and between BOSTON SCIENTIFIC CORPORATION and CORAUTUS GENETICS INC. Dated as of July 30, 2003
Distribution Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York

This DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into this 30th day of July, 2003 (the “Effective Date”) by and between BOSTON SCIENTIFIC CORPORATION (“BSC”), a Delaware corporation, and CORAUTUS GENETICS INC. (the “Company”), a Delaware corporation (each a “Party,” and collectively, the “Parties”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 14th, 2003 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York

INVESTOR RIGHTS AGREEMENT, dated as of July 30, 2003, between Corautus Genetics Inc., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor”).

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