0001193125-07-075332 Sample Contracts

LICENSE AGREEMENT
License Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Georgia

THIS AGREEMENT is made and entered into the 27th day of March, 2001 (the “Effective Date”) by and between the GEORGIA TECH RESEARCH CORPORATION, a nonprofit corporation organized and existing under the laws of the State of Georgia and having its principal offices at the Georgia Institute of Technology (hereinafter “GIT”), Centennial Research Building, Atlanta, Georgia 30332-0415, (hereinafter “GTRC”) and CardioMEMS, Inc., a corporation existing under the laws of the State of Ohio, and having its principal offices at 109 Waverly Lane, South Russell, Ohio 44022, (hereinafter “Licensee”).

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CARDIOMEMS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)
Option Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, CardioMEMS, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENT and CARDIOMEMS, INC.
Exclusive Patent License Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, effective as August 1, 2001 (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and CardioMEMS, INC. (“COMPANY”), a Delaware corporation, with a principal place of business at .

CARDIOMEMS, INC. OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)
Option Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus

Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, CardioMEMS, Inc. (the “Company”) has granted you an option pursuant to the Non-Discretionary Grant Program under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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