Intuitive Surgical Inc Sample Contracts

BY AND BETWEEN
Loan and Security Agreement • March 7th, 2003 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
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BY AND AMONG
Agreement and Plan of Merger • March 7th, 2003 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
INTUITIVE SURGICAL, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Intuitive Surgical Inc • June 2nd, 1998 • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALS
Employment Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
WITNESSETH:
Security Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
RECITALS
Employment Agreement • April 22nd, 1998 • Intuitive Surgical Inc • California
RECITALS
Indemnity Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
INTUITIVE SURGICAL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Rights Agreement • April 22nd, 1998 • Intuitive Surgical Inc • California
1 EXHIBIT 10.5 INTUITIVE SURGICAL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
WARRANT TO PURCHASE COMMON STOCK OF INTUITIVE SURGICAL, INC.
Intuitive Surgical Inc • May 16th, 2000 • Orthopedic, prosthetic & surgical appliances & supplies • California
VER. EQ.7/9/98 LAST MODIFIED:_______________ TLO:________________ MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENT
Patent License Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
INDEMNITY AGREEMENT
Indemnity Agreement • August 3rd, 2015 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Indemnity Agreement (“Agreement”) is made as of ________ __, 20__ by and between Intuitive Surgical, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

ARTICLE 1. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Stockholder Support Agreement • March 7th, 2003 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
CROSS LICENSE AGREEMENT
Cross License Agreement • September 7th, 2005 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
5,000,000 Shares INTUITIVE SURGICAL, INC. Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 3rd, 2003 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

Intuitive Surgical, Inc., a Delaware corporation (the “Company”), proposes to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) 5,000,000 shares (the “Firm Stock”) of the Company’s common stock (par value $0.001 per share) (the “Common Stock”). In addition, the Company proposes to grant the Underwriters an option to purchase up to an additional 750,000 shares of the Common Stock on the terms and for the purposes set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” The Stock is more fully described in the Registration Statement and Prospectus referred to below. Bear, Stearns & Co. Inc. (“Bear Stearns” or the “Representative”) is acting as lead manager in connection with the offering and sale of the Stock contemplated herein (the “Offering”). This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

ARTICLE 1 DEFINITIONS
License Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
CONSULTING AGREEMENT
Consulting Agreement • February 7th, 2020 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS CONSULTING AGREEMENT ("Consulting Agreement") is made and entered into this 14th day of October, 2019 by and between Intuitive Surgical, Inc. ("Company") and Sal Brogna ("Brogna"). In consideration of the mutual promises made herein, Brogna and Company agree as follows:

AMENDMENT 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2009 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment 2 to Employment Agreement (the “Amendment”) is entered into as of January 1, 2010 (the “Effective Date”), between Lonnie Smith (“Executive”) and Intuitive Surgical, Inc., a Delaware corporation (the “Company”).

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EQUIPMENT FINANCING AGREEMENT (Number 10809)
Equipment Financing Agreement • April 22nd, 1998 • Intuitive Surgical Inc • California
EXHIBIT 1.1 8,000,000 SHARES INTUITIVE SURGICAL, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Intuitive Surgical Inc • June 1st, 2000 • Orthopedic, prosthetic & surgical appliances & supplies • New York
INTUITIVE SURGICAL, INC. STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS) Adopted July 13, 2009
Stock Option Agreement • July 23rd, 2009 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Intuitive Surgical, Inc. (the “Company”) has granted you an option under its 2000 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • March 16th, 2005 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Settlement and License Agreement (“Agreement”) is entered into by and between on the one hand Brookhill-Wilk 1, LLC, a New York corporation having a principal place of business at 501 Madison Avenue, New York, NY 10022 (“Brookhill-Wilk”), Wilk Patent Development Corporation, a New York corporation having a principal place of business at 475 East 72nd Street, Suite L1, New York, NY 10021 (referred to as “WPDC”), and Peter J. Wilk, an individual (“Wilk” and collectively with Brookhill-Wilk and WPDC, “Licensors”), and on the other hand Intuitive Surgical, Inc., a Delaware corporation, having a principal place of business at 950 Kifer Road, Sunnyvale, CA 94086. Brookhill-Wilk, WPDC, Licensors, and Intuitive Surgical, Inc. may be referred to singly and jointly as “Party,” or “Parties,” respectively.

AMENDMENT 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 26th, 2010 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment 3 to Employment Agreement (the “Amendment”) is entered into as of July 1, 2010 (the “Effective Date”), between Lonnie Smith (“Executive”) and Intuitive Surgical, Inc., a Delaware corporation (the “Company”).

EQUIPMENT FINANCING AGREEMENT (Number 10809)
Equipment Financing Agreement • March 22nd, 2000 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 23rd, 2009 • Intuitive Surgical Inc • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment to Employment Agreement (the “Amendment”) is entered into as of February 6, 2009 (the “Effective Date”), between Lonnie Smith (“Executive”) and Intuitive Surgical, Inc., a Delaware corporation (the “Company”).

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