Somnus Medical Technologies Inc Sample Contracts

Somnus Medical Technologies Inc – SOMNUS MEDICAL TECHNOLOGIES, INC. ANNOUNCES AGREEMENT TO BE ACQUIRED BY GYRUS (May 8th, 2001)

EXHIBIT 99.1 Contacts: John G. Schulte Robert D. McCulloch Somnus Medical Technologies, Inc. (408) 773-9121 For Immediate Release SOMNUS MEDICAL TECHNOLOGIES, INC. ANNOUNCES AGREEMENT TO BE ACQUIRED BY GYRUS GROUP PLC Sunnyvale, CA, (May 4, 2001) - Somnus Medical Technologies, Inc. (NASDAQ: SOMN), a leading designer, developer, manufacturer and marketer of innovative medical devices that utilize proprietary temperature-controlled radiofrequency technology for the treatment of upper airway disorders and Gyrus Group PLC (UK:GYG) a worldwide leader in RF surgical systems located in the United Kingdom, today announced that they have entered into a definitive merger agreement under which Gyrus will ma

Somnus Medical Technologies Inc – PREFERRED SHARES RIGHTS AGREEMENT (May 4th, 2001)

EXHIBIT 4.2 FIRST AMENDMENT to the PREFERRED SHARES RIGHTS AGREEMENT between SOMNUS MEDICAL TECHNOLOGIES, INC. and COMPUTERSHARE TRUST COMPANY, INC. (formerly American Securities Transfer, Incorporated) This first Amendment (the "Amendment") to the Preferred Shares Rights Agreement is made and entered into as of May 4, 2001 between SOMNUS MEDICAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and COMPUTERSHARE TRUST COMPANY, INC., as Rights Agent (the "Rights Agent"). R E C I T A L S WHEREAS, the Company and American Securities Transfer, Incorporated, predecessor in interest to the Rights Agent, entered into the Preferr

Somnus Medical Technologies Inc – STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (March 30th, 2000)

Exhibit 10.20 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ("Lease"), dated for reference purposes only November 19, 1999, is made by and between American Advantech Corporation, a ----------------- --------------------------------- California corporation ("Lessor") --------------------------------------------------------------------------- and Somnus Medical Technologies, Inc., a Delaware corporation ("Lessee"), --------------------------------------------------------------------- (collectively the "Parties," or individually a "Party"). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of t

Somnus Medical Technologies Inc – SEVERANCE AGREEMENT (March 30th, 2000)

EXHIBIT 10.13 SEVERANCE AGREEMENT It is agreed as follows between Somnus Medical Technologies, Inc. ("Company") and Eric N. Doelling ("Doelling") as of October 21, 1998: 1. Notwithstanding any terms to the contrary in any prior agreements between the Company and Doelling, the following terms shall govern Doelling's right to salary, benefits or other compensation in the event of the termination of his employment with the Company, whether the termination is voluntary or involuntary, for cause or without cause. Other existing terms of the parties' employment relationship shall remain in effect. 2. Doelling's salary shall continue for one year from the date of termination, subject to applicable withholdings. 3. Doelling's stock options shall be fully vested as of the date of termination. 4. Doelling shall for one year after termination be reimbursed whatever

Somnus Medical Technologies Inc – 1997 PATENT INCENTIVE PLAN (September 24th, 1999)

Exhibit 4.4 ----------- SOMNUS MEDICAL TECHNOLOGIES, INC. 1997 PATENT INCENTIVE PLAN Section 1. Establishment and Purpose ------------------------------------- 1.1 Purpose. Somnus Medical Technologies, Inc. (the "Company") ------- hereby establishes the Somnus Medical Technologies, Inc. Patent Incentive Plan (the "Plan"). The Plan is intended to motivate, reward and provide additional incentive to eligible Employees of the Company, upon whose ideas and efforts, the Company are largely dependent. 1.2 Effective Date. The Plan is effective as of July 15, 1997. -------------- Section 2. Definitions ----------------------- Defined Terms. When used in the Plan, the following terms shall have the ------------- meanings specifie

Somnus Medical Technologies Inc – DEVELOPMENT AND SUPPLY AGREEMENT (August 16th, 1999)

EXHIBIT 10.5 DEVELOPMENT AND SUPPLY AGREEMENT This DEVELOPMENT AND SUPPLY AGREEMENT ("Agreement"), effective as of July __, 1996, (the "Effective Date"), by and between Somnus Medical Technologies, Inc., having a principal place of business at 995 Benecia Avenue, Sunnyvale, California 94086 ("Somnus"), and Apical Instruments, Inc., having a principal place of business at 967 North Shoreline Boulevard, Mountain View, California 94043 ("Apical"). WHEREAS, Somnus and Apical desire that Apical perform development work on behalf of Somnus with respect to radio frequency generators for use in ear, nose, and throat applications, on the terms and conditions set forth herein; and WHEREAS, Apical desires to manufacture and sell Products (as defined herein) exclusively for and to Somnus, and Somnus is willing to purchase such Products from Apical. NOW, THEREFORE, Somnus and Api

Somnus Medical Technologies Inc – CONSULTING AGREEMENT (May 17th, 1999)

EXHIBIT 10.18 SOMNUS MEDICAL TECHNOLOGIES, INC. CONSULTING AGREEMENT -------------------- This Consulting Agreement ("Agreement") is made and entered into as of the 28th day of December, 1998 by and between Somnus Medical Technologies, Inc. (the "Company"), and Gary Bang ("Consultant"). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows: 1. SERVICES AND COMPENSATION ------------------------- (a) Consultant agrees to perform for Company the services ("Services") described in Exhibit A, attached hereto. (b) Company agrees to pay Consultant the c

Somnus Medical Technologies Inc – SEVERANCE AGREEMENT (March 31st, 1999)

EXHIBIT 10.17 SEVERANCE AGREEMENT ------------------- It is agreed as follows between Somnus Medical Technologies, Inc. ("Company") and Eric N. Doelling ("Doelling") as of October 21, 1998: 1. Notwithstanding any terms to the contrary in any prior agreements between the Company and Doelling, the following terms shall govern Doelling's right to salary, benefits or other compensation in the event of the termination of his employment with the Company, whether the termination is voluntary or involuntary, for cause or without cause. Other existing terms of the parties' employment relationship shall remain in effect. 2. Doelling's salary shall continue for one year from the date of termination, subject to applicable withholdings. 3. Doelling's stock options shall be fully vested as of the date of termination. 4. Doelling shall

Somnus Medical Technologies Inc – EXCLUSIVE DISTRIBUTOR AGREEMENT (March 31st, 1999)

EXHIBIT 10.16 EXCLUSIVE DISTRIBUTOR AGREEMENT This EXCLUSIVE DISTRIBUTOR AGREEMENT, including the attached Exhibits (the "Agreement"), is made and entered into as of November 20, 1998 (the "Effective Date"), by and between Somnus Medical Technologies, Inc., a Delaware corporation with offices at 285 North Wolfe Road, Sunnyvale, California ("Somnus"), and Carl Zeis Canada, a corporation with offices at 45 Valleybrook Drive, Ontario M3B3S6, Canada ("Distributor"). A. Somnus is engaged in the business of manufacturing, distributing, and selling Products (as defined below) and desires to engage a marketing and distribution partner in the Territory (as defined below); B. Distributor desires to solicit orders for Products from customers in the Territory, and desires to be Somnus' sole marketing and distribution partner in the Territory for Products solely for use within the Fie

Somnus Medical Technologies Inc – PATENT LICENSE AGREEMENT (March 31st, 1999)

EXHIBIT 10.15 PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (the "Agreement"), effective as of January 30, 1998 (the "Effective Date"), is entered by and between Medtronic, Inc., with an address at 7000 Central Avenue NE, Minneapolis, Minnesota 55432 ("MEDTRONIC") and SOMNUS, Inc., a Delaware corporation, with principal offices at 285 North Wolfe Road, Sunnyvale, California 94086 ("SOMNUS"). WHEREAS, MEDTRONIC is the sole and exclusive owner of U.S. Patent Number 5,573,533, entitled METHOD AND SYSTEM FOR RADIOFREQUENCY ABLATION OF CARDIAC TISSUE attached as Exhibit A hereto and Patent Rights associated therewith; and WHEREAS, SOMNUS desires to obtain an exclusive license to the Patent Rights thereto, and MEDTRONIC desires to grant such a license to SOMNUS, on the terms and conditions herein. NOW, THEREFORE, MEDTRONIC and SOMNUS agree as follows: 1. DEFINITIONS 1.1 "Affi

Somnus Medical Technologies Inc – INTERNATIONAL DISTRIBUTION AGREEMENT (March 31st, 1999)

EXHIBIT 10.14 INTERNATIONAL DISTRIBUTION AGREEMENT This International Distributor Agreement (the "Agreement") is entered into as of 7/20/98 1998, between Somnus Medical Technologies, Inc., a corporation organized under the laws of Delaware, United States of America, with principal offices at 285 N. Wolfe Road, Sunnyvale; California 94086, United States of America ("Somnus") and Ferrari Ind. Com. Aparelhos Medicos Ltda, a corporation organized under the laws of Brazil with offices at Rua Indare 101 CEP 04317-010, Sao Paulo-SP-Brazil (Distributor"). NOW THEREFORE, mutual promises contained herein, the parties agree as follows: 1. DEFINITIONS 1.1 "Effective Date" means the date set forth above. 1.2 "Products" means those products listed on attached Exhibit A, as amended from time to time. Products may be changed, abandoned or added by Somnus at any time, at

Somnus Medical Technologies Inc – THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMENDMENT (October 29th, 1997)

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AMENDMENT NO. 2 TO FORM S-1 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 7,012,900 0 396,257 50,000 116,882 7,520,681 2,522,404 523,842 9,883,333 2,779,412 0 0 5,998 2,818

Somnus Medical Technologies Inc – Underwriting Agreement (October 16th, 1997)

EXHIBIT 1.1 SOMNUS MEDICAL TECHNOLOGIES, INC. 4,000,000 Shares of Common Stock Underwriting Agreement , 1997 J.P. Morgan Securities Inc. UBS Securities LLC Smith Barney Inc. As Representatives of the several underwriters listed in Schedule I hereto c/o J.P. Morgan Securities Inc. 60 Wall Street New York, New York 10260 Ladies and Gentlemen: Somnus Medical Technologies, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as ------------ representatives (the "Representatives"), an aggregate of 4,000,000 shares of ---------------

Somnus Medical Technologies Inc – DISTRIBUTION AGREEMENT (September 11th, 1997)

Exhibit 10.4 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (the "Agreement") is made and entered into as of April 21st, 1997, (the "Effective Date") between SOMNUS MEDICAL TECHNOLOGIES, INC. ("Somnus"), a Delaware corporation, and MEDTRONIC, INC. (as defined below, "Medtronic"), a Minnesota corporation. WITNESSETH: WHEREAS, Somnus is developing ablation methods and devices using radio frequency technology for use in, among other areas, ablation of the tongue, palate and turbinates; and WHEREAS, on even date herewith, Somnus, Medtronic and Medtronic Asset Management, Inc., a wholly-owned subsidiary of Medtronic ("MAMI") have entered into a Series C Preferred Stock Purchase Agreement of even date herewith (the "Investment Agreement") pursuant to which MAMI is purchasing Series C Preferred Stock of Somnus and Medtronic is receiving

Somnus Medical Technologies Inc – LEASE AGREEMENT (September 11th, 1997)

EXHIBIT 10.14 LEASE AGREEMENT RGL LEASING COMPANY JULY 1, 1996 LESSEE: SOMNUS MEDICAL TECHNOLOGIES, INC. --------------------------------------- ADDRESS: 995 BENICIA DRIVE -------------------------------------- CITY & STATE: SUNNYVALE, CA. ZIP: 94086 ------------------- ----- DESCRIPTION OF LEASED EQUIPMENT: (See attached Exhibit A) EFFECTIVE DATE OF LEASE: July 1, 1996 NUMBER OF LEASE PAYMENTS: 48 (See attached Exhibit B) AMOUNT OF MONTHLY RENTAL: $1,977.90 (See attached Exhibit B) FIXED INTEREST RATE OF: 10.0% PURCHASE OPTION PRICE: $7,798.50 LEASE AGREEMENT RGL Leasing Company, as Lessor hereby leases to Lessee,

Somnus Medical Technologies Inc – LOAN AND SECURITY AGREEMENT (September 11th, 1997)

Exhibit 10.8 ________________________________________________________________________________ SOMNUS MEDICAL TECHNOLOGIES, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ________________________________________________________________________________ TABLE OF CONTENTS Page ---- 1. DEFINITIONS AND CONSTRUCTION................................................................... 1 1.1 Definitions.............................................................................. 1 1.2

Somnus Medical Technologies Inc – DEVELOPMENT AND SUPPLY AGREEMENT (September 11th, 1997)

EXHIBIT 10.5 DEVELOPMENT AND SUPPLY AGREEMENT This DEVELOPMENT AND SUPPLY AGREEMENT ("Agreement"), effective as of JULY 15, 1996, (the "Effective Date"), by and between Somnus Medical Technologies, Inc., having a principal place of business at 995 Benecia Avenue, Sunnyvale, California 94086 ("Somnus"), and Apical Instruments, Inc., having a principal place of business at 967 North Shoreline Boulevard, Mountain View, California 94043 ("Apical"). WHEREAS, Somnus and Apical desire that Apical perform development work on behalf of Somnus with respect to radio frequency generators for use in ear, nose, and throat applications, on the terms and conditions set forth herein; and WHEREAS, Apical desires to manufacture and sell Products (as defined herein) exclusively for and to Somnus, and Somnus is willing to purchase such Products from Apical. NOW, THEREFORE, Somnus and Ap

Somnus Medical Technologies Inc – INDEMNIFICATION AGREEMENT (September 11th, 1997)

EXHIBIT 10.1 SOMNUS MEDICAL TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of _______________, 1997 by and between Somnus Medical Technologies, Inc., a Delaware corporation (the "Company"), and __________________, ("Indemnitee"). WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and the advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company's directors, officers, employees, agents and

Somnus Medical Technologies Inc – LEASE AGREEMENT (September 11th, 1997)

Exhibit 10.7 BLDG: ARQUES 1 OWNER: 500 PROP: 275 UNIT: 1 TENANT: 27503 LEASE AGREEMENT THIS LEASE, made this 4th day of February, 1997 between JOHN ARRILLAGA, ----- -------- -- ----------------- Trustee, or his Successor Trustee, UTA dated 7/20/77 (ARRILLAGA FAMILY TRUST) as -------------------------------------------------------------------------------- amended, and RICHARD T. PEERY, Trustee or his Successor Trustee, UTA dated --------------------------------------------------------------------------- 7

Somnus Medical Technologies Inc – 1996 STOCK PLAN (September 11th, 1997)

EXHIBIT 10.2 SOMNUS MEDICAL TECHNOLOGIES, INC. 1996 STOCK PLAN (AS AMENDED AND RESTATED, EFFECTIVE AUGUST 21, 1997) 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, Directors and Consultants, and . 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:

Somnus Medical Technologies Inc – 1997 EMPLOYEE STOCK PURCHASE PLAN (September 11th, 1997)

EXHIBIT 10.12 SOMNUS MEDICAL TECHNOLOGIES, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1997 Employee Stock Purchase Plan of Somnus Medical Technologies, 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. -------

Somnus Medical Technologies Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (September 11th, 1997)

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOMNUS MEDICAL TECHNOLOGIES, INC. Somnus Medical Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the Corporation is Somnus Medical Technologies, Inc. The Corporation was originally incorporated under the name Sleep Technologies, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on January 19, 1996. B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of this Corporation. C. The text of the Certificate of Incorporation is h

Somnus Medical Technologies Inc – RESTATED INVESTORS' RIGHTS AGREEMENT (September 11th, 1997)

EXHIBIT 10.3 SOMNUS MEDICAL TECHNOLOGIES, INC. RESTATED INVESTORS' RIGHTS AGREEMENT ____________________ April 21, 1997 TABLE OF CONTENTS ----------------- Page ---- 1. Registration Rights................................................... -1- 1.1 Definitions..................................................... -1- 1.2 Request for Registration........................................ -2- 1.3 Company Registration............................................ -3- 1.4 Obligations of the Com

Somnus Medical Technologies Inc – RESTATED CERTIFICATE OF INCORPORATION (September 11th, 1997)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF SOMNUS MEDICAL TECHNOLOGIES, INC. Somnus Medical Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The name of the corporation is Somnus Medical Technologies, Inc. (formerly Sleep Technologies, Inc.). The original Certificate of Incorporation of the corporation was filed with the Secretary of the State of Delaware on January 19, 1996. B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. C. The Certificate of Incorporation as heretofore amended or supplemented is hereby amen