0001193125-04-151426 Sample Contracts

COTHERIX, INC. South San Francisco, CA 94080 June 29, 2004
Indemnification Agreement • September 2nd, 2004 • Cotherix Inc • Biological products, (no disgnostic substances) • California
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COTHERIX, INC. South San Francisco, CA 94080 August 30, 2004
Cotherix Inc • September 2nd, 2004 • Biological products, (no disgnostic substances)

CoTherix, Inc. (the “Company”) is pleased to offer you an amendment (the “Amendment”) to your employment terms, as set forth in the Executive Employment Agreement between you and the Company, dated October 8, 2003 (the “Employment Agreement”). The employment terms set forth in this Amendment are effective as of August 30, 2004 (the “Amendment Date”). Unless this Amendment specifically states that it supersedes a term in the Employment Agreement, the terms of the Employment Agreement shall remain binding and in full force and effect.

MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing and Supply Agreement • September 2nd, 2004 • Cotherix Inc • Biological products, (no disgnostic substances) • New York

THIS MANUFACTURING AND SUPPLY AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into between Schering Aktiengesellschaft, a German corporation having its principal place of business at Muellerstraße 178, 13353 Berlin, Germany (hereinafter referred to as “Schering”), and CoTherix, Inc. (formerly called Exhale Therapeutics, Inc.), a U.S. corporation having its principal place of business at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080, U.S.A. (hereinafter referred to as “CoTherix”). Schering and CoTherix are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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