Physiometrix Inc Sample Contracts

Physiometrix Inc – AMENDED AND RESTATED BYLAWS OF PHYSIOMETRIX, INC. (a Delaware corporation) (June 29th, 2005)
Physiometrix Inc – AGREEMENT AND PLAN OF MERGER by and among HOSPIRA, INC. (“Parent”), PATRIOT MERGER SUBSIDIARY CORPORATION (“Sub”) and PHYSIOMETRIX, INC. (“Company”) Dated as of May 31, 2005 (June 2nd, 2005)

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 31, 2005 (this “Agreement”), is by and among Hospira, Inc., a Delaware corporation (“Parent”), Patriot Merger Subsidiary Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and Physiometrix, Inc., a Delaware corporation (the “Company”, and together with Sub, the “Constituent Corporations”). Certain capitalized terms used herein are defined in Article 1.

Physiometrix Inc – Physiometrix Announces Definitive Agreement for Acquisition by Hospira (June 1st, 2005)

Under the terms of the agreement, unanimously approved by the Physiometrix Board of Directors, Physiometrix shareholders will receive a cash payment of $1.59 per share of common stock. In addition, holders of options and warrants for common stock of Physiometrix will receive a cash payment equal to this amount less the applicable exercise price and applicable withholding taxes. Together, these payments give the merger a value of approximately $23 million. Options and warrants with an exercise price that exceeds the per share cash payment will be terminated in connection with the closing.

Physiometrix Inc – Company Amends Agreement for PSA 4000 and Obtains Line of Credit with Silicon Valley Bank (May 13th, 2005)

Physiometrix will hold a telephone conference call to discuss first-quarter 2005 financial results, as well as management’s comments related to the Company’s business, at 11:00 A.M. (Eastern) today, May 13, 2005. The call can be accessed at 800-465-7133 (conf. ID # 6126075). A replay of today’s conference call will be available after conclusion of today’s conference call until 11:59 P.M. (Eastern) on Tuesday, May 31, 2005. Replay callers in the U.S. must dial 800-642-1687 (conf. ID # 6126075).

Physiometrix Inc – AMENDMENT D (May 10th, 2005)

This AMENDMENT D (the “Amendment D”) is made and entered as of the 3rd day of May 2005, by and between Baxter Healthcare Corporation, a Delaware corporation (“Baxter”), and Physiometrix, Inc., a Delaware corporation (“Physiometrix”).

Physiometrix Inc – EMPLOYMENT AGREEMENT (May 2nd, 2005)

This EMPLOYMENT AGREEMENT dated as of April 29, 2005 is made by and between Physiometrix, Inc., a Delaware corporation having its principal place of business at 5 Billerica Park, 101 Billerica Avenue, North Billerica, MA 01862 (the “Company”), and Daniel W. Muehl (the “Executive”).

Physiometrix Inc – LOAN AND SECURITY AGREEMENT (May 2nd, 2005)

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 20, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, (“Bank”) and PHYSIOMETRIX, INC. a Delaware corporation (“Borrower”), provides the terms on which Bank shall extend credit to Borrower and Borrower shall repay Bank. The parties agree as follows:

Physiometrix Inc – EMPLOYMENT AGREEMENT (May 2nd, 2005)

This EMPLOYMENT AGREEMENT dated as of April 29, 2005 is made by and between Physiometrix, Inc., a Delaware corporation having its principal place of business at 5 Billerica Park, 101 Billerica Avenue, North Billerica, MA 01862 (the “Company”), and John A. Williams (the “Executive”).

Physiometrix Inc – Contract (May 2nd, 2005)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Physiometrix Inc – News Release (March 3rd, 2005)

· PSA 4000 sales to hospitals by Baxter increased by 19% and disposable array sales by Baxter increased 45% as compared to Baxter’s sales for the third quarter of 2004

Physiometrix Inc – PHYSIOMETRIX, INC. STOCK PURCHASE WARRANT (December 11th, 2003)

THIS CERTIFIES that «Name» (the "Holder") is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to December 5, 2008 (the "Expiration Date"), but not thereafter, to subscribe for and purchase, from PHYSIOMETRIX, INC., a Delaware corporation (the "Company"), up to a number of shares of the Company's Common Stock (the "Shares") equal to fifty percent (50%) of the shares of the Company's Common Stock purchased by the Holder pursuant to the Common Stock and Warrant Purchase Agreement dated December 2, 2003 by and between the Company and the Purchasers listed on Exhibit A thereto (the "Purchase Agreement"). The "Exercise Price" per Share shall be $1.82, which is one hundred ten percent (110%) of the Purchase Price of a Purchased Share pursuant to Section 1(b) of the Purchase Agreement (as such terms are defined in the Purchase Agreement). The purchase price of this Warrant shall be $0.001 per each Sha

Physiometrix Inc – PHYSIOMETRIX, INC. STOCK PURCHASE WARRANT (December 11th, 2003)

THIS CERTIFIES that «Name» (the "Holder") is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of this Warrant and on or prior to December 5, 2008 (the "Expiration Date"), but not thereafter, to subscribe for and purchase, from PHYSIOMETRIX, INC., a Delaware corporation (the "Company"), up to a number of shares of the Company's Common Stock (the "Shares") equal to fifty percent (50%) of the shares of the Company's Common Stock purchased by the Holder pursuant to the Common Stock and Warrant Purchase Agreement dated December 2, 2003 by and between the Company and the Purchasers listed on Exhibit A thereto (the "Purchase Agreement"). The "Exercise Price" per Share shall be $2.48, which is one hundred fifty percent (150%) of the Purchase Price of a Purchased Share pursuant to Section 1(b) of the Purchase Agreement (as such terms are defined in the Purchase Agreement). The purchase price of this Warrant shall be $0.001 per each S

Physiometrix Inc – PHYSIOMETRIX, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT (December 3rd, 2003)

This Common Stock and Warrant Purchase Agreement1(this “Agreement”) is made and entered into as of December 2, 2003, by and among PHYSIOMETRIX, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

Physiometrix Inc – News Release FOR IMMEDIATE RELEASE (October 30th, 2003)

For the nine months ended September 30, 2003, revenues were $1,048,000, a 277 percent increase compared with revenues of $278,000 for the same period in 2002. The net loss for the first nine months of 2003 was $(3,608,000), or a net loss of $(0.43) per share, compared with a net loss of $(4,589,000), or a net loss of $(0.54) per share, for the same period in 2002.

Physiometrix Inc – AMENDMENT C TO STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT (March 28th, 2003)

EXHIBIT 10.13 AMENDMENT C TO STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT DATED MAY 31, 2000. This AMENDMENT (the "Amendment") is made and entered as of the twelfth day of February, 2003 by and between Baxter Health Care Corporation, a Delaware corporation ("Baxter") Physiometrix, Inc., a Delaware corporation ("Physiometrix") WHEREAS, Baxter and Physiometrix entered into a Strategic Alliance and Distribution Agreement dated May 2000 to form an alliance for the distribution and sale of certain Products (the "Agreement'), and such Agreement was amended by Amendment A on October 17, 2000 and by Amendment B on December 6, 2000. WHEREAS, Baxter and Physiometrix desire to further amend the Agreement in light of their experiences since the signing of the Agreement. NOW, THEREFORE the parties hereby agree to amend the Agreement as follows: Sections 5.1 and 5.2 of the Agreement shall be replaced in their ent

Physiometrix Inc – 2001 STOCK OPTION PLAN (September 7th, 2001)

EXHIBIT 4.2 PHYSIOMETRIX, INC. 2001 STOCK OPTION PLAN 1. PURPOSES OF THE PLAN. The purposes of this 2001 Stock Option Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees, Directors and Consultants, and o to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "APPL

Physiometrix Inc – 2000 SUPPLEMENTAL STOCK PLAN (September 7th, 2001)

EXHIBIT 4.1 APPROVED EFFECTIVE DECEMBER 8, 2000 PHYSIOMETRIX, INC. 2000 SUPPLEMENTAL STOCK PLAN 1. PURPOSES OF THE PLAN. The purposes of this Nonstatutory Stock Option Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees and Consultants, and o to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "APPLICABLE LAWS" means the requirements relating to the administration of stock option plans under U

Physiometrix Inc – AMENDMENT A (March 29th, 2001)

EXHIBIT 10.9 AMENDMENT A WHEREAS Physiometrix Inc. ("Physiometrix") and Baxter Healthcare Corporation ("Baxter") entered into a STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT ("Agreement") dated May 31st 2000, and both Physiometrix and Baxter wish to amend the Agreement, the parties agree to amend such Agreement as follows: In line 4 of Section 11.3 of the Agreement, "To" shall be changed to -- Starting in the calendar quarter beginning October 1st 2000, to --. In witness whereof, the parties hereto have caused this Amendment to be executed, in duplicate, by their duly authorized officers on the dates set forth below. Baxter Healthcare Corporation Physiometrix Inc. By: By: --------------------------------- ---------------------------- David C

Physiometrix Inc – 2000 SUPPLEMENTAL STOCK PLAN (March 29th, 2001)

EXHIBIT 10.11 APPROVED EFFECTIVE DECEMBER 8, 2000 PHYSIOMETRIX, INC. 2000 SUPPLEMENTAL STOCK PLAN 1. PURPOSES OF THE PLAN. The purposes of this Nonstatutory Stock Option Plan are: o to attract and retain the best available personnel for positions of substantial responsibility, o to provide additional incentive to Employees and Consultants, and o to promote the success of the Company's business. Options granted under the Plan will be Nonstatutory Stock Options. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan. (b) "APPLICABLE LAWS" means t

Physiometrix Inc – AMENDMENT B (March 29th, 2001)

EXHIIT 10.10 AMENDMENT B WHEREAS Physiometrix Inc. ("Physiometrix") and Baxter Healthcare Corporation ("Baxter") entered into a STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT ("Agreement") dated May 31st 2000, which was amended by AMENDMENT A signed October 17, 2000 and both Physiometrix and Baxter wish to further amend the Agreement, the parties agree to amend such Agreement as follows: In line 1 of Section 11.3 of the Agreement, "To" shall be changed to -- Starting in the calendar quarter beginning October 1st 2001, to --; and, In line 4 of Section 11.3 of the Agreement (as amended by AMENDMENT A), "October 1st 2000" shall be changed to -- October 1st 2001 --. In witness whereof, the parties hereto have caused this Amendment to be executed, in duplicate, by their duly authorized officers on the dates set forth

Physiometrix Inc – STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT (August 14th, 2000)

EXHIBIT 10.8 STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT THIS STRATEGIC ALLIANCE AND EXCLUSIVE DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of the 31st day of May, 2000, (the "Effective Date") by and between PHYSIOMETRIX INC., a Delaware corporation having its principal place of business at 101 Billerica Ave, North Billerica, MA ("Physiometrix"), and BAXTER HEALTHCARE CORPORATION, a Delaware corporation having its principal place of business at One Baxter Parkway, Deerfield, Illinois ("Baxter"). RECITALS A. Physiometrix has developed proprietary technology embodied in devices currently comprised of a PSA 4000 ("PSA 4000") component and a PSArray ("PSArray") component (generally referred to as "PSA" and further defined herein), which when used together are designed to monitor the brain state of a human. B. Physiometrix

Physiometrix Inc – 1996 EMPLOYEE STOCK PURCHASE PLAN (November 21st, 1996)

PHYSIOMETRIX, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1996 Employee Stock Purchase Plan of Physiometrix, Inc. 1. PURPOSE. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. DEFINITIONS. (a) "BOARD" shall mean the Board of Directors of the Company. (b) "CODE" shall mean the Internal Revenue Code of 1986, as amended. (c) "COMMON STOCK" shall mean

Physiometrix Inc – 1991 STOCK PLAN (November 21st, 1996)

PHYSIOMETRIX, INC. 1991 STOCK PLAN 1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. CERTAIN DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" means the Board or any of its Committees appoint- ed pursuant to Section 4