0001193125-04-141451 Sample Contracts

CORAUTUS GENETICS INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is effective as of this day of , 2004, by and between Corautus Genetics Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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COMMON STOCK AND WARRANT PURCHASE AGREEMENT CORAUTUS GENETICS INC. AND PURCHASERS JULY 7, 2004
Common Stock and Warrant Purchase Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • New York
CORAUTUS GENETICS INC. SUBSCRIPTION AGREEMENT * * * INSTRUCTIONS * * *
Subscription Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances) • Delaware

THIS SUBSCRIPTION AGREEMENT is made and entered into between Corautus Genetics Inc., a Delaware corporation (the “Company”), and the person executing this Agreement as the investor (the “Investor”). By executing this Agreement, the Investor acknowledges that he understands that the Company is relying upon the accuracy of the representations and warranties of Investor contained herein in complying with its obligations under applicable securities laws.

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
Development Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances)

This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (“Amendment”) made as of July 22, 2004, 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”).

Contract
Letter Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances)

This letter is to amend that certain letter agreement between you and Corautus Genetics, Inc. (“Corautus”) dated August 26, 2003 (the “Letter Agreement”). Based on your desire to reduce your hours and your working relationship with Corautus to pursue an academic opportunity in medical journalism as you expressed to me in our conversation on June 4, 2004, the Letter Agreement is hereby amended as follows, effective as of July 1, 2004:

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 16th, 2004 • Corautus Genetics Inc • Biological products, (no disgnostic substances)

This SECOND AMENDMENT (the “Second Amendment”), dated as of July 22, 2004, to the Loan Agreement (the “Loan Agreement”) dated as of July 30, 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”).

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