SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amendment No. 10 to Shareholder Rights Agreement (the “Amendment”), dated as of February 5, 2018, by and between NeuroMetrix, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as previously amended, between the Company and the Rights Agent (as so amended, the “Rights Agreement”).
DEVELOPMENT AND SERVICES AGREEMENTDevelopment and Services Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
This Development and Services Agreement (the “Agreement”) is made and entered into effective as of January 12, 2018 (the “Effective Date”) by and between NeuroMetrix, Inc., a Delaware corporation (“NeuroMetrix”) and Novartis Consumer Health S.A., a société anonyme organized under the laws of Switzerland (“GSK”). NeuroMetrix and GSK are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENTContribution Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
This Contribution Agreement (this “Agreement”) is made as of December 21, 2017, by and between NeuroMetrix, Inc., a Delaware corporation (“NeuroMetrix”), and Quell Intellectual Property Corp., LLC, a Delaware limited liability company (the “Company”).
GSK LICENSE AGREEMENTGSK License Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
This GSK License Agreement (the “Agreement”) is made and entered into effective as of December 21, 2017 (the “Effective Date”) by and between Quell Intellectual Property Corp., LLC, a Delaware limited liability company (“SPV”) and NeuroMetrix, Inc., a Delaware corporation (“NeuroMetrix”). SPV and NeuroMetrix are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ASSIGNMENT OF LICENSE AGREEMENTAssignment of License Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
This ASSIGNMENT OF LICENSE AGREEMENT (this “Assignment Agreement”) is made as of January 12, 2018, by and between Novartis Consumer Health S.A., a société anonyme organized under the laws of Switzerland (“Assignee”), and NeuroMetrix, Inc., a Delaware corporation (“Assignor”).
NINTH MODIFICATION TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus
This Ninth Modification to Loan and Security Agreement (this “Modification”) dated January 17, 2018, is entered into by and between Neurometrix, Inc., a Delaware corporation (“Borrower”), and Comerica Bank (“Bank”).
ASSET PURCHASE AGREEMENT Dated as of January 12, 2018Asset Purchase Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
This Asset Purchase Agreement (this “Agreement”), dated as of January 12, 2018, is entered into between Novartis Consumer Health S.A., a société anonyme organized under the laws of Switzerland (“Buyer”), and NeuroMetrix, Inc., a Delaware corporation (“Seller”). Buyer and Seller are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.” Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.
NEUROMETRIX LICENSE AGREEMENTLicense Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • New York
This NeuroMetrix License Agreement (the “Agreement”) is made and entered into effective as of December 21, 2017 (the “Effective Date”) by and between Quell Intellectual Property Corp., LLC, a Delaware limited liability company (“SPV”) and NeuroMetrix, Inc., a Delaware corporation (“NeuroMetrix”). SPV and NeuroMetrix are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QUELL INTELLECTUAL PROPERTY CORP., LLC DATED AS OF JANUARY 12, 2018Limited Liability Company Agreement • February 8th, 2018 • NeuroMetrix, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of QUELL INTELLECTUAL PROPERTY CORP., LLC (the “Company”) is entered into as of January 12, 2018, by and between NeuroMetrix, Inc., a Delaware corporation (“NeuroMetrix”) and Novartis Consumer Health S.A., a société anonyme organized under the laws of Switzerland (“GSK”), as the members of the Company (the “Members”).
