LEASE AGREEMENTLease Agreement • February 25th, 2011 • Advanced BioHealing Inc
THIS LEASE AGREEMENT (this “Lease”) is dated, for referenced purposes only, as of the 29th day of May, 2008 (the “Lease Date”), between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and ADVANCED BIOHEALING, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • February 25th, 2011 • Advanced BioHealing Inc • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
ContractWarrant Agreement • February 25th, 2011 • Advanced BioHealing Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 25th, 2011 • Advanced BioHealing Inc • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 17, 2010 (the “Effective Date”) between SILICON VALLEY BANK (“Bank”), and ADVANCED BIOHEALING, INC., a Delaware corporation (“Borrower”), amends and restates the terms of that certain Loan and Security Agreement by and among Bank, Oxford Finance Corporation, the lenders party thereto and Borrower, dated as of December 23, 2008 (as amended from time to time, the “Original Agreement”), and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUBLEASE AGREEMENTSublease Agreement • February 25th, 2011 • Advanced BioHealing Inc
This Sublease Agreement (“Sublease”) is dated for reference purposes only as of May 25, 2006, by and between SMITH & NEPHEW, INC., a Delaware corporation (“Sublandlord”), having an address of 1450 Brooks Road, Memphis, TN 38116, Attention: General Counsel, and ADVANCED BIOHEALING, INC., a Delaware corporation (“Subtenant”), having an address of 347 Fifth Avenue, Suite 1407, New York, New York 10016, Attention: Kevin Rakin.
Re: Employment AgreementEmployment Agreement • February 25th, 2011 • Advanced BioHealing Inc • Connecticut
This letter is to confirm our understanding with respect to your continued employment by Advanced BioHealing, Inc. (the “Company”). You are currently employed as the Company’s Senior Vice President of North American Sales pursuant to the terms of your existing employment agreement effective as of October 10, 2006 and previously amended on February 23, 2008 (collectively, the “Prior Agreements”). The Company has offered to continue your employment on the terms and conditions set forth below and upon countersigning below you have agreed to such continued employment (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
LEASE AGREEMENTLease Agreement • February 25th, 2011 • Advanced BioHealing Inc
Red X Holdings, LLC, P.O. Box 54180, Westport, CT 06881 (“Landlord”) hereby leases the second and third floor office space located at 36 Church Lane, Westport, CT, to Advanced BioHealing, Inc. of 10933 N. Torrey Pines Road, Lajolla, CA 92037 (“Tenant”).
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • February 25th, 2011 • Advanced BioHealing Inc
This First Amendment to Sublease Agreement (“First Amendment”) is made and entered into as of December 22, 2008 by and between SMITH & NEPHEW, INC., a Delaware corporation (“Sublandlord”), having an address of 1450 Brooks Road, Memphis, TN 38116, and ADVANCED BIOHEALING, INC., a Delaware corporation (“Subtenant”), having an address of 347 Fifth Avenue, Suite 1407, New York, New York 10016.
ADVANCED BIOHEALING, INC. AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF CAPITAL STOCKWarrant to Purchase Shares of Capital Stock • February 25th, 2011 • Advanced BioHealing Inc • New York
This Amended and Restated Warrant to purchase shares of Capital Stock (the “Warrant”) is issued to [ ] (the “Holder”) by Advanced BioHealing, Inc., a Delaware corporation (the “Company”), as a replacement for and amendment and restatement of that certain Warrant to Purchase Shares of Capital Stock (the “Old Warrant”) of the Company issued to the Holder on September 14, 2006 pursuant to the terms of that certain Convertible Note and Warrant Purchase Agreement dated as of September 14, 2006 (the “Agreement”). The Holder and the Company agree that the Old Warrant shall be automatically cancelled effective as of the date hereof without any further action by the Company or the Holder and that the Holder shall promptly return the original Old Warrant to the Company. Without limitation to any right to transfer this Warrant, the Holder represents and warrants that it has not, and covenants and agrees that it will not, and will not sell, assign or transfer the Old Warrant to any other party. Ca
Re: Employment AgreementEmployment Agreement • February 25th, 2011 • Advanced BioHealing Inc • Connecticut
This letter is to confirm our understanding with respect to your continued employment by Advanced BioHealing, Inc. (the “Company”). You are currently employed as the Company’s Senior Vice President pursuant to the terms of your existing employment agreement effective as of June 1, 2006 and previously amended on February 23, 2008 (collectively, the “Prior Agreements”). The Company has offered to continue your employment on the terms and conditions set forth below and upon countersigning below you have agreed to such continued employment (the terms and conditions agreed to in this letter are hereinafter referred to as the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
Re: Employment AgreementEmployment Agreement • February 25th, 2011 • Advanced BioHealing Inc • Connecticut
This letter is to confirm our understanding with respect to your employment by Advanced BioHealing, Inc. (the “Company”). The terms and conditions agreed to in this letter shall be effective as of January 1, 2011, and are hereinafter referred to as the “Agreement.” In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • February 25th, 2011 • Advanced BioHealing Inc
This First Amendment to Sublease Agreement (“First Amendment”) is made and entered into as of December 22, 2008 by and between SMITH & NEPHEW WOUND MANAGEMENT (LA JOLLA), a Delaware general partnership (“Sublandlord”), having an address of 1450 Brooks Road, Memphis, TN 38116, and ADVANCED BIOHEALING, INC., a Delaware corporation (“Subtenant”), having an address of 347 Fifth Avenue, Suite 1407, New York, New York 10016.
FIRST AMENDMENT TO LEASELease • February 25th, 2011 • Advanced BioHealing Inc
This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 23 day of November, 2010, by and between HCP TORREYANA, LLC, a Delaware limited liability company (“Landlord”), and ADVANCED BIOHEALING, INC., a Delaware corporation (“Tenant”).
Re: Employment AgreementEmployment Agreement • February 25th, 2011 • Advanced BioHealing Inc • California
This letter is to confirm our understanding with respect to your employment by Advanced BioHealing, Inc. (the “Company”), the terms and conditions agreed to in this letter are hereinafter referred to as (the “Agreement”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
Flextronics Manufacturing Services AgreementManufacturing Agreements • February 25th, 2011 • Advanced BioHealing Inc • Colorado
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 1st day of June, 2010 by and between Advanced BioHealing Inc., a Delaware corporation, having its place of business at 36 Church Lane, Westport CT 06880 (“Customer”) and Flextronics Medical Sales and Marketing, Ltd.,, having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).
ADVANCED BIOHEALING, INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 23, 2007Registration Rights Agreement • February 25th, 2011 • Advanced BioHealing Inc • Delaware
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2007, by and among Advanced BioHealing, Inc., a Delaware corporation (the “Company”) and the Persons (as defined below) set forth on Exhibit A attached hereto (the “Purchasers”).
