0001193125-05-188430 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances)

THIS DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of the 17th day of February, 2005 (the “Effective Date”) by and between Priority Healthcare Corporation, an Indiana corporation with its principal offices located at 250 Technology Park, Lake Mary, FL 32746 (“Distributor”), and CoTherix, Inc. a Delaware corporation with its principal offices located at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CTI”) (each a “Party” and collectively the “Parties”).

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FIRST AMENDMENT TO DISTRIBUTION AGREEMENT August 2, 2005
Distribution Agreement • September 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances)

THIS FIRST AMENDMENT TO DISTRIBUTION AGREEMENT (“Amendment”) is made and entered into as of the date first written above (the “Effective Date”) by and between Priority Healthcare Corporation, an Indiana corporation with its principal offices located at 250 Technology Park, Lake Mary, FL 32746 (“Distributor”), and CoTherix, Inc. a Delaware corporation with its principal offices located at 5000 Shoreline Court, Suite 101, South San Francisco, California 94080 (“CTI”) (each a “Party” and collectively the “Parties”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 20th, 2005 • Cotherix Inc • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (this “Agreement”) is made as of by and between CoTherix, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), who has agreed to serve as the [insert title or titles] of the Company (the “Position(s)”).

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