INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2011 by and between Advanced BioHealing, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ADVANCED BIOHEALING, INC. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT Name of Employee:Proprietary Information and Inventions Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • California
Flextronics Manufacturing Services AgreementManufacturing Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • 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”).
PATENT LICENSE AGREEMENT by and between ADVANCED BIOHEALING, INC., and SMITH & NEPHEW, INC.Patent License Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • Delaware
THIS PATENT LICENSE AGREEMENT (“Agreement”), is made by and between Advanced BioHealing, Inc., a Delaware corporation (“ABH”) and, Smith & Nephew, Inc., a Delaware corporation ( “S&N”) as of the 25th day of May, 2006 (“Effective Date”).
AMENDMENT #3 TO ETHICON-ADVANCED BIOHEALING SUPPLY AGREEMENTEthicon-Advanced Biohealing Supply Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus
The Ethicon-Advanced Biohealing Supply Agreement between Ethicon, Inc., a New Jersey corporation (acting by and through its Ethicon Products Worldwide Division) (“Ethicon”) and Advanced BioHealing, Inc. (the “Advanced BioHealing”) effective as of November 9, 2006, as amended, supplemented or modified from time to time (the “Agreement”), is hereby amended as provided below. All defined terms used but not defined in this amendment have the meaning given those terms in the Agreement.
ADVANCED BIOHEALING, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Dated as of February 23, 2007Investor Rights Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • Delaware
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2007, by and among Advanced BioHealing, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series C Preferred Stock, $.001 par value per share (the “Series C Preferred Stock”) set forth on Exhibit A attached hereto, the holders of the Company’s Series C-1 Preferred Stock, $.001 par value per share (the “Series C-1 Preferred Stock”) set forth on Exhibit A attached hereto, the holders of shares of the Company’s Series B Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”) set forth on Exhibit A attached hereto (such holders of Series C Preferred Stock, Series C-1 Preferred Stock and Series B Preferred Stock collectively, the “Purchasers” and each, a “Purchaser”), the Persons (as defined below) set forth on Exhibit B attached hereto (collectively, the “Junior Holders” and each, a “Junior Holder”).
AMENDMENT #1 TO ETHICON-ADVANCED BIOHEALING SUPPLY AGREEMENTEthicon-Advanced Biohealing Supply Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus
The Ethicon-Advanced BioHealing Supply Agreement between Ethicon, Inc., a New Jersey corporation (acting by and through its Ethicon Products Worldwide Division) (“Ethicon”) and Advanced BioHealing, Inc. (the “Advanced BioHealing”) effective as of November 9, 2006, as amended, supplemented or modified from time to time (the “Agreement”), is hereby amended as provided below. All defined terms used but not defined in this amendment have the meaning given those terms in the Agreement.
Re: Employment AgreementEmployment Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • 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 are hereinafter referred to as the “Agreement”). Effective upon the initial closing of the Company’s sale of Series C Preferred Stock (the “Series C Financing”) currently being negotiated (the “Effective Date”), and 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:
AMENDMENT #2 TO ETHICON-ADVANCED BIOHEALING SUPPLY AGREEMENTEthicon-Advanced Biohealing Supply Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus
The Ethicon-Advanced BioHealing Supply Agreement between Ethicon, Inc., a New Jersey corporation (acting by and through its Ethicon Products Worldwide Division) (“Ethicon”) and Advanced BioHealing, Inc. (the “Advanced BioHealing”) effective as of November 9, 2006, as amended, supplemented or modified from time to time (the “Agreement”), is hereby amended as provided below. All defined terms used but not defined in this amendment have the meaning given those terms in the Agreement.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2011 • Advanced BioHealing Inc • Surgical & medical instruments & apparatus • 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:
