0001193125-05-128497 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California

This Contribution Agreement (this “Agreement”) is entered into as of August 31st, 2000 (the “Effective Date”) by and between CryoCor, Inc., a Delaware corporation (the Company”), and Cryogen, Inc., a California corporation (“Cryogen”).

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LICENSE AGREEMENT
License Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California

This License Agreement (“Agreement”) is entered into effective as of this 31st day of August, 2000 (“Effective Date”), by and between Cryogen, Inc., a California corporation (“Cryogen”), and CryoCor, Inc., a Delaware corporation (“CryoCor”).

3,000,000] Shares CryoCor, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • New York

CryoCor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to the several underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom W.R. Hambrecht + Co., LLC, First Albany Capital Inc. and Roth Capital Partners, LLC are acting as representatives (the “Representatives”), an aggregate of [3,000,000] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [450,000] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are herein, collectively, called the “Shares

RESEARCH AND DEVELOPMENT AGREEMENT
Research and Development Agreement • June 21st, 2005 • Cryocor Inc • Surgical & medical instruments & apparatus • California

This Research and Development Agreement (the “Agreement”) is made and entered into as of August 31, 2000 (the “Effective Date”), by and between Cryogen, Inc., a California corporation (“Cryogen”), and CryoCor, Inc., a Delaware corporation (“CryoCor”).

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