DEVAX, INC. STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS)Stock Option Agreement • May 4th, 2007 • Devax Inc
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Devax, Inc. (the “Company”) has granted you an option under its 1999 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 Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
SEVERANCE AGREEMENT Between DEVAX, INC. and BRETT TRAUTHENSeverance Agreement • May 4th, 2007 • Devax Inc • California
This Severance Agreement (“Agreement”) is made and entered into by DEVAX, INC., a Delaware corporation (“Company”), and Brett Trauthen (“Executive”) effective as of December 12, 2006.
LEASE (Multi-Tenant; Net; “AS IS”) BETWEEN THE IRVINE COMPANY AND DEVAX, INC.Lease • May 4th, 2007 • Devax Inc • California
THIS LEASE is made as of the 30th day of June, 2003, by and between THE IRVINE COMPANY, a Delaware corporation hereafter called “Landlord,” and DEVAX, INC., a Delaware corporation, hereinafter called “Tenant.”
Page 1. USE AND RESTRICTIONS ON USE 1 2. TERM 1 3. RENT 2 4. RENT ADJUSTMENTS 2 5. SECURITY DEPOSIT 4 6. ALTERATIONS 4 7. REPAIR 5 8. LIENS 6 9. ASSIGNMENT AND SUBLETTING 6 10. INDEMNIFICATION 7 11. INSURANCE 7 12. WAIVER OF SUBROGATION 8 13. SERVICES...Lease • May 4th, 2007 • Devax IncBy this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
DEVAX, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT October 21, 2005Investor Rights Agreement • May 4th, 2007 • Devax Inc • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 21st day of October, 2005, by and among DEVAX, INC., a Delaware corporation (the “Company”), the holders of shares of the Company’s Common Stock listed on Exhibit A attached hereto (each a “Common Holder” and, collectively, the “Common Holders”), the investors listed on Exhibit B attached hereto (the “Investors”) and Occam International B.V. (“Occam”) and Roberts Mitani, LLC (“Roberts Mitani”), each a holder of warrants to purchase shares of the Company’s Common Stock (the “Warrant Holders”).
SURMODICS-MODIFIED PRODUCT AGREEMENTModified Product Agreement • May 4th, 2007 • Devax Inc • Minnesota
WHEREAS, SURMODICS and DEVAX are parties to a Master License Agreement, dated March 21, 2003, which Master License Agreement contains an Attachment B1 dated March 21, 2003 that describes a Medical Product, a component part of which is to be modified by SURMODICS under this Agreement through the application by SURMODICS of the coating technology licensed to DEVAX under the Master License Agreement.
ContractWarrant Agreement • May 4th, 2007 • Devax Inc • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
MASTER LICENSE AGREEMENTMaster License Agreement • May 4th, 2007 • Devax Inc
THIS AGREEMENT is by and between SurModics, Inc., a corporation of the State of Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344 (hereinafter referred to as SURMODICS), and DEVAX, Inc., a Delaware corporation, which has an office at 13700 Alton Parkway, Suite 164, Irvine, CA 92618 (hereinafter referred to as DEVAX).
LICENSE AGREEMENTLicense Agreement • May 4th, 2007 • Devax Inc • California
THIS LICENSE AGREEMENT (“Agreement”) is effective as of the 22nd day of December, 2003 (the “Effective Date”) by and between Devax, Inc., a Delaware corporation (“Devax”), and Occam International, B.V., a Netherlands corporation (“Occam”), a wholly owned subsidiary of Sun Biomedical, Ltd., a Bermuda corporation. Occam and Devax will be referred to collectively as the “Parties”.
AMENDED AND RESTATED PATENT AND KNOW-HOW EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 4th, 2007 • Devax Inc • Delaware
Mr. Jacques SEGUIN and Jean-Claude LABORDE are joint title owners of a patent issued on November 20, 1998 by the National Institute of Industrial Property of France, under the number 96 07245, entitled “Device permitting the treatment of bodily conducts at the level of a bifurcation” (“Underlying Patent”)1
