UNDERWRITING AGREEMENT between SURGIVISION, INC. and CANACCORD GENUITY INC. as RepresentativeUnderwriting Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • New York
The undersigned, SurgiVision, Inc., a company formed under the laws of Delaware (the “Company”), hereby confirms its agreement with Canaccord Genuity Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 3 rd day of June, 2010 but shall become effective only upon the consummation of the Company’s initial public offering of its common stock (the “Effective Date”), by and between SURGIVISION, INC., a Delaware corporation (the “Company”), and JOHN T. KEANE (the “Executive”).
LICENSE AGREEMENTLicense Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Surgi-Vision, Inc. a Delaware corporation having an address at 200 N. Cobb Parkway, Suite 140, Marietta, Georgia (“Company”), with respect to the following:
Cooperation and Development Agreement by and between SURGIVISION, INC., a corporation duly organized and existing under the laws of the state of Delaware (USA) and having offices at Memphis, Tennessee (USA) (hereinafter referred to as “SURGIVISION”)...Cooperation and Development Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
SURGIVISION is a leading company developing, manufacturing and selling devices as well as developing treatment plans for various medical indications, such as deep brain stimulation or cardiac ablation.
SYSTEM AND LEAD DEVELOPMENT AND TRANSFER AGREEMENT THIS SYSTEM AND LEAD DEVELOPMENT AND TRANSFERSystem and Lead Development and Transfer Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • California
THIS AGREEMENT (“Agreement”) is made effective as of December 30, 2005 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“Licensor”) and Advanced Bionics Corporation (“Licensee”) (individually, a “Party” and collectively, the “Parties”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • California
THIS AGREEMENT (“Agreement”) is made effective as of December 30, 2005 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“Licensor”) and Advanced Bionics Corporation (“Licensee”) (individually, a “Party” and collectively, the “Parties”).
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT-NONEXCLUSIVE COVER PAGEPatent License Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D ((Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SURGIVISION, INC.Non-Qualified Stock Option Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
Pursuant to the SurgiVision, Inc. 2010 Incentive Compensation Plan as amended through the date hereof (the “Plan”), SurgiVision, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is an employee, consultant or other service provider of the Company or any of its Affiliates, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SURGIVISION, INC.Incentive Stock Option Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
Pursuant to the SurgiVision, Inc. 2010 Incentive Compensation Plan as amended through the date hereof (the “Plan”), SurgiVision, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is an employee of the Company or any Subsidiary, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
LICENSE AGREEMENTLicense Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Maryland
This Agreement is between The Johns Hopkins University, a corporation of the State of Maryland, having a principal place of business at 2024 E. Monument Street, Suite 2-100, Baltimore, MD 21205 (hereinafter referred to as “JHU”) and Surgi-Vision, Inc., a Delaware corporation (hereinafter the “Company”), having an address at Suite 601, 150 Gulf Shore Drive, Destin, Florida 32541.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Minnesota
THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made effective as of March 19, 2008 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“SVI”), and Cardiac Pacemakers, Inc. (“CPI”) (individually, a “Party” and collectively, the “Parties”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SURGIVISION, INC.Non-Qualified Stock Option Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
Pursuant to the SurgiVision, Inc. 2010 Incentive Compensation Plan as amended through the date hereof (the “Plan”), SurgiVision, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is a director of the Company but is not an employee of the Company or any Subsidiary, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.
MASTER SERVICES AND LICENSING AGREEMENT BETWEEN CEDARA SOFTWARE CORP., an Ontario corporation, (hereinafter referred to as “Cedara”) and SURGI-VlSION, INC., a Delaware corporation, (hereinafter referred to as “Surgi-Vision”)Master Services and Licensing Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • New York
AND WHEREAS, Surgi-Vision has developed a set of products and technologies that enable various MRI-guided procedures and therapeutic interventions (the “Surgi-Vision Technology”);
SEPARATION AGREEMENTSeparation Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Tennessee
THIS SEPARATION AGREEMENT (the “Agreement”) is made effective as of this 30th day of April, 2010, by and between John Thomas, a natural person resident in Cobb County, Georgia and his heirs, assigns, executors, agents and representatives (the “Executive”), and SurgiVision, Inc., a Delaware corporation (“SurgiVision”).
June 2, 2010Cardiac Ep Business Participation Plan Award Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Delaware
This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive a payment (the “Liquidity Payout”) pursuant to the Company’s Cardiac EP Business Participation Plan (the “Plan”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement is in addition to, and not in substitution for, any other agreement between you and the Company.
SURGIVISION, INC. NON-COMPETITION AGREEMENTNon-Competition Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Tennessee
In consideration and as a condition of my employment (or my continued employment) with SurgiVision, Inc., or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my receipt of the compensation now and hereafter paid to me by the Company, the undersigned (hereinafter referred to as “Employee”) hereby acknowledges and agrees to the following:
June 2, 2010Key Personnel Incentive Award Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement is in addition to, and not in substitution for, the Amended and Restated Letter Agreement between you and the Company of even date herewith. This Letter Agreement is also in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits to which you are otherwise entitled or eligible.
Re: Amended and Restated Key Personnel Incentive Award AgreementKey Personnel Incentive Award Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement supersedes and replaces the prior Letter Agreement between you and the Company dated May 15, 2007. This Letter Agreement is in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits to which you otherwise are entitled or eligible.
June 2, 2010Key Personnel Incentive Award Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus
This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive an incentive bonus payment (the “Incentive Payment”) pursuant to the Company’s Amended and Restated Key Personnel Incentive Program (the “Program”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement supersedes and replaces the prior Letter Agreement between you and the Company dated May 15, 2007. This Letter Agreement is in addition to, and not in substitution for, any other agreements between you and the Company, and the Incentive Payment is in addition to, and not in substitution for, any other compensation or benefits to which you otherwise are entitled or eligible.
