0001193125-03-041157 Sample Contracts

INSITE VISION INCORPORATED SENIOR SECURED NOTE
Insite Vision Inc • August 22nd, 2003 • Pharmaceutical preparations • California

FOR VALUE RECEIVED, InSite Vision Incorporated, a Delaware corporation (the “Maker”), promises to pay to the order of MHU Ventures, Inc. (“Holder”), at , the principal sum of Fifty Thousand Dollars ($50,000.00), together with all accrued interest thereon, upon the terms and conditions specified below. This Note is secured by that certain Security Agreement dated as of July 15, 2003, as the same may be amended from time to time. This Senior Secured Note replaces the Promissory Note to the Holder originally dated June 30, 2003, and the Waiver to Promissory Note dated July 15, 2003.

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AMENDMENT TO SECURITY AGREEMENT
Security Agreement • August 22nd, 2003 • Insite Vision Inc • Pharmaceutical preparations • California

THIS AMENDMENT TO SECURITY AGREEMENT (this “Agreement”), dated as of July 30, 2003, is made by and among InSite Vision Incorporated, a Delaware corporation (the “Company”) and S. Kumar Chandrasekaran, Ph.D. (the “Original Holder”). This Agreement amends that certain Security Agreement dated as of July 15, 2003 between the Company and the Original Holder (the “Security Agreement”).

SECURITY AGREEMENT
Security Agreement • August 22nd, 2003 • Insite Vision Inc • Pharmaceutical preparations • California

THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 15, 2003, is made between InSite Vision Incorporated, a Delaware corporation (the “Company”), and S. Kumar Chandrasekaran, Ph.D. (the “Holder”).

INSITE VISION INCORPORATED SENIOR SECURED NOTE
Insite Vision Inc • August 22nd, 2003 • Pharmaceutical preparations • California

FOR VALUE RECEIVED, InSite Vision Incorporated, a Delaware corporation (the “Maker”), promises to pay to the order of , (“Holder”), at , the principal sum of ($ ), together with all accrued interest thereon, upon the terms and conditions specified below. This Note is one of a series of notes issued by the Maker to several holders secured by that certain Equipment Lien Agreement dated as of May 28, 2003, as the same may be amended from time to time (the “Related Notes”). This Note and the Related Notes shall rank pari passu as to the payment of principal and interest. Holder agrees by acceptance of this Note that any payments to Holder under this Note and the holders of the Related Notes, whether principal, interest or otherwise, shall be made pro rata among Holder and the holders of the Related Notes based upon the aggregate unpaid principal amount of this Note and the Related Notes. By accepting this Note, Holder and each other holder of a Related Note agrees that if any holder of thi

EQUIPMENT LIEN AGREEMENT
Equipment Lien Agreement • August 22nd, 2003 • Insite Vision Inc • Pharmaceutical preparations • California

THIS EQUIPMENT LIEN AGREEMENT (this “Agreement”), dated as of May 28, 2003, is made between InSite Vision Incorporated, a Delaware corporation (the “Company”), and the Holders set forth on Schedule I hereto or party to an Additional Counterpart hereof, as amended from time to time, and each other Holder of a Senior Note (together with their respective successors and assigns, the “Holders”).

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