Exhibit 10.22 SETTLEMENT AGREEMENT dated as of March 2, 2005 by and between MICRUS S.A., En Chamard 55, CH-1422 Montagny-pres-Yverdon, and MICRUS CORPORATION , 610 Palomar Avenue, Sunnyvale, California 94085 (hereinafter, collectively, MICRUS) and...Settlement Agreement • March 4th, 2005 • Micrus Corp
AGREEMENTAgreement • March 4th, 2005 • Micrus Corp
Exhibit 4.2 WARRANT AGREEMENT By and Between MICRUS CORPORATIONWarrant Agreement • March 4th, 2005 • Micrus Corp • California
EXHIBIT 1.1 MICRUS CORPORATION _____ Shares Common Stock(1) UNDERWRITING AGREEMENTMicrus Corp • May 17th, 2005 • Surgical & medical instruments & apparatus • Illinois
EXHIBIT 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement is made this ____ day of ___________, 200__, between Micrus Corporation, a Delaware corporation (the "Company"), and ____________ (the "Indemnitee"). W I T N E S S E T H: WHEREAS,...Indemnification Agreement • March 4th, 2005 • Micrus Corp • Delaware
BACKGROUNDStockholders' Agreement • March 4th, 2005 • Micrus Corp • California
AGREEMENTAgreement • April 13th, 2005 • Micrus Corp • Surgical & medical instruments & apparatus
Micrus Endovascular CorporationLetter Agreement • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This letter agreement is in reference to the offer letter between you and Micrus Endovascular Corporation (the “Company”), dated as of November 5, 2003 and amended December 15, 2008 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Cope Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agre
LEASE (SINGLE TENANT;STAND-ALONE; NET) BETWEENLease • April 13th, 2005 • Micrus Corp • Surgical & medical instruments & apparatus • California
July 10, 2010 Edward F. Ruppel, Jr. Re: OFFER LETTER Dear Edward:Micrus Endovascular Corp • July 15th, 2010 • Surgical & medical instruments & apparatus
You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated May 27, 2003 (the “Offer Letter”). This letter agreement amends and supplements the Offer Letter in order to provide for cash severance payments in connection with certain terminations of your employment prior to or following a Change In Control (as defined below). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
ARTICLE I. BASIC LEASE PROVISIONS 1 ARTICLE II. PREMISES 3 SECTION 2.1. LEASED PREMISES 3 SECTION 2.2. ACCEPTANCE OF PREMISES 3 SECTION 2.3. BUILDING NAME AND ADDRESS 3 SECTION 2.4. LANDLORD’S RESPONSIBILITIES. 3 ARTICLE III. TERM 4 SECTION 3.1....Lease • July 5th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
THIS LEASE is made as of the 6th day of June, 2005, by and between W W/LJ GATEWAYS LTD., a California limited partnership hereafter called “Landlord,” and MICRUS CORPORATION, a Delaware corporation hereafter called “Tenant.”
AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, COPE ACQUISITION CORP., and MICRUS ENDOVASCULAR CORPORATION July 11, 2010Agreement and Plan of Merger • July 15th, 2010 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2010 (this “Agreement”), by and among Micrus Endovascular Corporation, a Delaware corporation (the “Company”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Cope Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • June 13th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This Amended and Restated Distribution Agreement (“Agreement”) is made as of this 1st day of November, 2004 by and between: MICRUS CORPORATION, a Delaware corporation, having a principal place of business at 610 Palomar Avenue, Sunnyvale, California 94085, United States , and its subsidiaries (collectively “Micrus”) and NEUROLOGIC (UK) LIMITED, a company organized under the laws of the United Kingdom, and having a principal place of business at Albreda House, Lydgate Lane, Sheffield, S10 5FH, United Kingdom (“Distributor”).
DISTRIBUTION AGREEMENTDistribution Agreement • November 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This Distribution Agreement ("Agreement") is made as of this 30th day of September, 2009, by and between: MICRUS ENDOVASCULAR CORPORATION, a corporation organized under the laws of Delaware, having its principal place of business at 821 Fox Lane, San Jose, California ("Micrus") and IDS （Hong Kong） Ltd. company organized under the laws of Hong Kong and having a principal place of business at 14/F Li Fung Center, 2 On Ping Street， Siu Lek Yuan, Shatin, Hong Kong (“Distributor”)
RECITALSCredit Agreement • March 4th, 2005 • Micrus Corp • California
CONTRACT MANUFACTURING SERVICES AGREEMENTContract Manufacturing Services Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each, a “Party” and collectively, the “Parties”).
LICENSE AGREEMENTLicense Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Licensee”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each a “Party” and collectively, the “Parties”).
Credit Agreement dated as of November 5, 2008 between Micrus Endovascular Corporation, as Borrower, and Wells Fargo Bank, National Association, as BankCredit Agreement • November 10th, 2008 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This Credit Agreement (this “Agreement”) is entered into as of November 5, 2008, by and between Micrus Endovascular Corporation, a Delaware corporation (“Borrower”), and Wells Fargo Bank, National Association (“Bank”).
SUPPORTIVE SERVICES AGREEMENTSupportive Services Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This Supportive Services Agreement (the “Agreement”) is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each a “Party” and collectively, the “Parties”).
First Amendment to Credit AgreementCredit Agreement • February 9th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This First Amendment to Credit Agreement (this “Amendment”) is entered into as of February 3, 2009, between Micrus Endovascular Corporation, a Delaware corporation (“Borrower”), and Wells Fargo Bank, National Association (“Bank”).
Confidential Treatment Requested: Confidential portions of this document have been redacted and have been filed separately with the Commission. STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2008 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of October 2007, by and among Micrus Endovascular Corporation, a Delaware corporation (“Purchaser”), The Cleveland Clinic Foundation, a non-profit Ohio corporation (“Stockholder”) and Revasc Technologies, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.
EMPLOYMENT CONTRACT betweenEmployment Contract • March 4th, 2005 • Micrus Corp
Dated September 20, 2005 Share purchase agreement betweenShare Purchase Agreement • September 26th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • England
Micrus Endovascular Corporation [ ] Shares Common Stock1 Form of Underwriting AgreementMicrus Endovascular Corp • June 19th, 2006 • Surgical & medical instruments & apparatus • New York
Re: OFFER LETTERMicrus Endovascular Corp • February 9th, 2009 • Surgical & medical instruments & apparatus
You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated February 16, 2005 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
MICRUS ENDOVASCULAR CORPORATION and BIOTRONIK AG LICENSE, DEVELOPMENT and DISTRIBUTION AGREEMENT As of January 6, 2006Distribution Agreement • June 16th, 2006 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus
This LICENSE, DEVELOPMENT AND DISTRIBUTION AGREEMENT (together with the attachments and exhibits hereto, the “Agreement”) is entered into as of January 6, 2006 (the “Effective Date”) by and between Micrus Endovascular Corporation, a corporation established under the laws of Delaware and having its principal place of business at 610 Palomar Avenue, Sunnyvale, CA 94085, USA (“Micrus”); and Biotronik AG, a Swiss corporation having a principal place of business at Ackerstrasse 6, CH-8180 Bülach, Switzerland (“Biotronik”).
AGREEMENT FOR SHARING DEVELOPMENT COSTSAgreement for Sharing Development Costs • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
THIS AGREEMENT is entered into as of July 18th and effective as of July 1, 2005 (the “Effective Date”) by and between Micrus Endovascular Corporation (“Micrus US”), a Delaware corporation whose principal office is at 610 Palomar Avenue, Sunnyvale, California 94085, and Micrus Endovascular SA (“Micrus International”), a corporation organized under the laws of Switzerland whose principal office is at En Chamard, 1442 Montagny-Pres-Yverdon, Switzerland (each, a “Party” and collectively, the “Parties”).
EXHIBIT 10.8 [MICRUS COMPANY LOGO] November 5, 2003 Robert Stern Dear Bob, This letter represents a formal offer of at-will employment at Micrus Corporation ("Micrus" or the "Company"). Micrus wishes to extend this offer to you for the position of...Micrus Corp • March 4th, 2005
FIRST AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • June 11th, 2009 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus
This First Amendment to Technology Transfer Agreement (this “Amendment”) is entered into as of January 28, 2009 by and among Micrus Endovascular Corporation, a Delaware corporation (“Buyer”) and Vascular FX, LLC, a Delaware limited liability company (“Seller”).
Re: OFFER LETTERMicrus Endovascular Corp • February 9th, 2009 • Surgical & medical instruments & apparatus
You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated November 1, 2005 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
Re: OFFER LETTERMicrus Endovascular Corp • February 9th, 2009 • Surgical & medical instruments & apparatus
You and Micrus Endovascular Corporation, a Delaware corporation (the “Company”), signed an offer letter, dated November 5, 2003 (the "Offer Letter"). This letter agreement amends the Offer Letter in order for the cash severance payments under the Offer Letter to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as otherwise amended in this letter agreement, the Offer Letter remains in full force and effect.
EXHIBIT 10.18 SECURITY AGREEMENT Terms used (but not defined) herein and defined in the California Uniform Commercial Code ("UCC") have the meanings ascribed to them in the UCC. 1. GRANT OF SECURITY INTEREST. For valuable consideration, the...Security Agreement • March 4th, 2005 • Micrus Corp • Delaware
MICRUS ENDOVASCULAR CORPORATION INDEMNIFICATION AGREEMENTMicrus Endovascular Corporation Indemnification Agreement • February 14th, 2007 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Micrus Endovascular Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
TECHNOLOGY TRANSFER AGREEMENTTechnology Transfer Agreement • November 14th, 2005 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
This Technology Transfer Agreement (this “Agreement”) is entered into as of July 28, 2005 by and among Micrus Endovascular Corporation, a Delaware corporation (“Buyer”) and Vascular FX, LLC, a Delaware limited liability company (“Seller”), and each of the undersigned members of Seller (each a “Member” and collectively the “Members”).
ContractSettlement and Release Agreement • November 10th, 2008 • Micrus Endovascular Corp • Surgical & medical instruments & apparatus • California
