Medgenesis Inc Sample Contracts

Medgenesis Inc – ODM DISTRIBUTOR AGREEMENT (November 13th, 2000)

This Exhibit contains information of a confidential nature that has been omitted and filed separately with the Commission. The omitted information is designated within this Exhibit by use of capital X's, such as $(XXX), X%, or XXXXX. EXHIBIT 10.16 ODM DISTRIBUTOR AGREEMENT This AGREEMENT made this 27th day of July 2000, by and between: Apex Biotechnology Corp. (hereinafter called Apex) and 2F No 1 Innovation Rd 11 Hsinchu Science - Based Industrial Park Hsinchu Taiwan ROC MEDGENESIS INC 5182 West 76th Street Minneapolis MN 55439 USA (hereinafter called "MEDGENESIS") WITNESSETH WHEREAS Apex is the manufacturer of the product (hereinafter called "THE PRODUCT"), and desires competent assistance in distribution of THE PRODUCT in "THE TERRITORY" as described below. WHEREAS MEDGENESIS represents its capabilities of rendering such assistance; NOW THEREFORE, in consideration of the co

Medgenesis Inc – LEASE (November 13th, 2000)

EXHIBIT 10.09 LEASE THIS LEASE, made and entered into this 10th day of June 1997, by and between JORANDCOR, INC., a Minnesota corporation (hereinafter referred to as "Landlord"), and CHRONIMED, INC., a Minnesota corporation (hereinafter referred to as "Tenant"); WITNESETH: 1. LEASED PREMISES. In consideration of the rents, terms, provisions and covenants of this Lease, Landlord hereby leases, lets and demises to Tenant that portion of the following described premises outlined in red on Exhibit A attached hereto, and designated "leased premises" (hereinafter referred to as the "Leased Premises"), and containing 18,040 square feet, situated in the building located at 6214-6222 Bury Drive, including the nonexclusive right to use the common areas identified on Exhibit A. 2. TERM. Subject to and upon the conditions set forth below, the term of this Lease shall commence on Septemb

Medgenesis Inc – LEASE AGREEMENT (November 13th, 2000)

EXHIBIT 10.10 LEASE AGREEMENT THIS LEASE (the "Lease") is executed this 27th day of October, 1998, by and between DUKE REALTY MINNESOTA, LLC, a Minnesota limited liability company ("Landlord"), and CHRONIMED, INC., a Minnesota corporation ("Tenant") WITNESSETH: ARTICLE I - LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definitions. A. Leased Premises (shown outlined on Exhibit A attached hereto): Edina Interchange V, 5182 West 76(degree)' Street, Edina, Minnesota 55435; B. Rentable Area: approximately 25,420 square feet Landlord shall use commercially reasonable standards, consistently applied, in determining the Rentable Area and the rentable area of the Building. Landlord's determination of Rentable Area shall conclusively be deemed correct for all purposes hereunder. C.

Medgenesis Inc – PURCHASE AND PRICE AGREEMENT (November 13th, 2000)

This Exhibit contains information of a confidential nature that has been omitted and filed separately with the commission. The omitted information is designated within this Exhibit by use of capital X's, such as $(XXX), X%, or XXXXX. EXHIBIT 10.03 PURCHASE AND PRICE AGREEMENT THIS AGREEMENT is entered into by and between MEDgenesis Inc. ("Seller"), having its principal place of business at 5182 W. 76th Street, Edina, Minnesota 55439 and Home Service Medical & Pharmacy, Inc. ("Buyer"), whose mailing address is 10900 Red Circle Drive, Minnetonka, Minnesota 55343. This Agreement sets forth the terms and conditions for the sale of the products set forth in the attached price list by Seller and the purchase of the Products by Buyer. 1. Exclusive Purchase Terms. During the term of this Agreement, Buyer agrees to use Seller as a source of Seller-branded blood glucose meters, urine strips, infus

Medgenesis Inc – ASSET PURCHASE AGREEMENT (November 13th, 2000)

This Exhibit contains information of a confidential nature that has been omitted and filed separately with the Commission. The omitted information is designated within this Exhibit by use of capital X's, such as $(XXX), X%, or XXXXX. EXHIBIT 10.15 ASSET PURCHASE AGREEMENT AGREEMENT (hereinafter, together with the Exhibits annexed hereto, the "Agreement"), made and entered into as of the 13th day of January, 1998, by and among CHRONIMED INC., a Minnesota corporation ("Purchaser"), and DIA-SCREEN CORPORATION, a Minnesota corporation ("Seller"). RECITALS: 1. Seller is in the business of developing, manufacturing and marketing dry reagent diagnostic products which monitor a variety of chemistries found in the body, including urine diagnostic and blood glucose monitoring products. 2. Purchaser desires to purchase a

Medgenesis Inc – FIRST LEASE AMENDMENT (November 13th, 2000)

EXHIBIT 10.10a FIRST LEASE AMENDMENT THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 25th day of September, 2000, by and between DUKE REALTY MINNESOTA, LLC, a Minnesota limited liability company ("Landlord"), and MEDGENESIS INC., a Minnesota corporation ("Tenant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Landlord and Chronimed, Inc., as predecessor in interest to Tenant, entered into a certain lease dated October 27, 1998 (the "Lease"), whereby Tenant leased from Landlord certain premises consisting of approximately 25,420 rentable square feet of space (the "Original Premises") located in an office/warehouse building commonly known as Edina Interchange V, 5182 West 76th Street, Edina, Minnesota 55435; and WHEREAS, Landlord and Tenant desire to expand the Original Premises by approxim

Medgenesis Inc – DISTRIBUTION AGREEMENT (November 13th, 2000)

This Exhibit contains information of a confidential nature that has been omitted and filed separately with the Commission. The omitted information is designated within this Exhibit by use of capital X's, such as $(XXX), X%, or XXXXX. EXHIBIT 10.11 DISTRIBUTION AGREEMENT THIS AGREEMENT, made and entered into by and between Haemofix Medical Products AB, with the postal address P.O. Box 116, 260 80 Mumka Ljurgby, Sweden, Marketing company for Arta Plast AB, with the postal address Antennvagen 1A, 13548 Tyreso, Sweden, hereafter to be referred to as the Vendor, and CHRONIMEB INC, with the postal address 13911 Ridgedale Drive, Minnetonka, Minnesota 55305, USA, hereafter to be referred to as the Distributor. WHEREAS, the Vendor is engaged in manufacturing, distributing and sales of certain Products, for which the Vendor desires an assured market opportunity; and WHEREAS, the Vendor recognizes that the execution of t

Medgenesis Inc – PURCHASE AND PRICE AGREEMENT (November 13th, 2000)

This Exhibit contains information of a confidential nature that has been omitted and filed separately with the Commission. The omitted information is designated within this Exhibit by use of capital X's, such as $(XXX), X%, or XXXXX. EXHIBIT 10.14 PURCHASE AND PRICE AGREEMENT THIS AGREEMENT is entered into by and between Chronimed, Inc. ("Seller"), having its principal place of business at 10900 Red Circle Drive, Minnetonka, Minnesota 55343 and McKesson Red Line ("Buyer"), whose mailing address is 8121 10th Avenue North, Golden Valley, MN 55427. This Agreement sets forth the terms and conditions for the sale of the products set forth in the attached price list by Seller and the purchase of the Products by Buyer. 1. Exclusive Purchase Terms. During the term of this Agreement, Buyer agrees to use Seller as its dual source provider of blood glucose meters and lancets according

Medgenesis Inc – FIRST LEASE AMENDMENT (October 23rd, 2000)

EXHIBIT 10.10a FIRST LEASE AMENDMENT THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 25th day of September, 2000, by and between DUKE REALTY MINNESOTA, LLC, a Minnesota limited liability company ("Landlord"), and MEDGENESIS INC., a Minnesota corporation ("Tenant"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Landlord and Chronimed, Inc., as predecessor in interest to Tenant, entered into a certain lease dated October 27, 1998 (the "Lease"), whereby Tenant leased from Landlord certain premises consisting of approximately 25,420 rentable square feet of space (the "Original Premises") located in an office/warehouse building commonly known as Edina Interchange V, 5182 West 76th Street, Edina, Minnesota 55435; and WHEREAS, Landlord and Tenant desire to expand the Original Premises by approxim

Medgenesis Inc – MANUFACTURING AGREEMENT (October 23rd, 2000)

EXHIBIT 10.13 MANUFACTURING AGREEMENT AGREEMENT, made as of this 26th day of September, 1996, between MIT DEVELOPMENT CORPORATION, a corporation organized and existing under the laws of the State of Delaware, United States of America ("MIT"), and CHRONIMED, INC., a corporation with a principal place of business at 13911 Ridgedale Drive, Suite 250, Minnetonka, Minnesota 55305 ("CHRONIMED"). WHEREAS, CHRONIMED desires MIT to manufacture these certain blood glucose meters known as the CHRONIMED Supreme II System (including subsequent revisions of the Supreme II System) subject to the terms and conditions set forth herein; and WHEREAS, MIT is in the business of manufacturing certain blood glucose meters; and NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the parties hereto agree as follows: SECTION

Medgenesis Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (October 23rd, 2000)

EXHIBIT 10.05 MEDGENESIS INC. 2000 EMPLOYEE STOCK PURCHASE PLAN Section 1. Purpose: This Employee Stock Purchase Plan ("Plan") is intended to advance the interests of MEDGENESIS INC. ("Company") and its shareholders by enabling the Company attract and retain in its employ men and women of training, experience and ability. The Plan will give employees an opportunity to acquire a proprietary interest in the success of the Company the purchase of Common Stock on a favorable basis and thereby furnish an additional incentive to such employees in the successful conduct and development of the business of the Company. It is intended that options issued pursuant to this Plan shall constitute options issued pursuant to an "employee stock purchase plan" within the meaning of Section 423 of the Code as defined below. Section 2. Definitions: For purpo

Medgenesis Inc – PATENT AND KNOW-HOW LICENCE AGREEMENT (October 23rd, 2000)

EXHIBIT 10.12a AMENDMENT AND ASSIGNMENT PATENT AND KNOW-HOW LICENCE AGREEMENT THIS AMENDMENT AND ASSIGNMENT (the "Agreement") is entered by and among Hypoguard Limited, (previously Hypoguard (UK) Limited), a company registered in England under company number 01912532, Dock Lane, Melton, Woodbridge, Suffolk, IP12 1 PE, U.K. ("Hypoguard"), and Chronimed Inc. and its wholly owned subsidiary MEDgenesis Inc., 10900 Red Circle Drive, Minnetonka, Minnesota, 55343, U.S.A. (respectively, "Chronimed" and "MEDgenesis"), effective upon the date of full execution. WHEREAS, Hypoguard and Chronimed are parties to a February 18, 1993 Patent and Know-How Licence (the "Licence Agreement") by which Hypoguard has licensed to Chronimed certain rights to manufacture, distribute and sell blood glucose test products, and WHEREAS, Chronimed has restructured its

Medgenesis Inc – RIGHTS PLAN AGREEMENT (October 23rd, 2000)

EXHIBIT 4.1 MEDGENESIS INC. and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS PLAN AGREEMENT Dated as of June 2, 2000 TABLE OF CONTENTS Page Section 1. Certain Definitions........................................1 Section 2. Appointment of Rights Agent................................5 Section 3. Issue of Right Certificates................................6 Section 4. Form of Right Certificates.................................7 Section 5. Countersignature and Registration..........................8 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;

Medgenesis Inc – PURCHASE AND PRICE AGREEMENT (October 23rd, 2000)

EXHIBIT 10.14 PURCHASE AND PRICE AGREEMENT THIS AGREEMENT is entered into by and between Chronimed, Inc. ("Seller"), having its principal place of business at 10900 Red Circle Drive, Minnetonka, Minnesota 55343 and McKesson Red Line ("Buyer"), whose mailing address is 8121 10th Avenue North, Golden Valley, MN 55427. This Agreement sets forth the terms and conditions for the sale of the products set forth in the attached price list by Seller and the purchase of the Products by Buyer. 1. Exclusive Purchase Terms. During the term of this Agreement, Buyer agrees to use Seller as its dual source provider of blood glucose meters and lancets according to the terms of this Agreement. Buyer shall purchase such quantities of the Products as it desires by issuing individual purchase orders to Seller as authorization to ship Products. To continue receiving the pricing provided in this Agre

Medgenesis Inc – DISTRIBUTION AGREEMENT (October 23rd, 2000)

EXHIBIT 10.11 DISTRIBUTION AGREEMENT THIS AGREEMENT, made and entered into by and between Haemofix Medical Products AB, with the postal address P.O. Box 116, 260 80 Mumka Ljurgby, Sweden, Marketing company for Arta Plast AB, with the postal address Antennvagen 1A, 13548 Tyreso, Sweden, hereafter to be referred to as the Vendor, and CHRONIMEB INC, with the postal address 13911 Ridgedale Drive, Minnetonka, Minnesota 55305, USA, hereafter to be referred to as the Distributor. WHEREAS, the Vendor is engaged in manufacturing, distributing and sales of certain Products, for which the Vendor desires an assured market opportunity; and WHEREAS, the Vendor recognizes that the execution of this Agreement with the Distributor will enable the Vendor to effectively distribute these Products in due Territory specified herein and which should increase its share in MARKETPLACE; and WHEREAS, the Distributor has familiarized itself

Medgenesis Inc – ASSET PURCHASE AGREEMENT (October 23rd, 2000)

EXHIBIT 10.15 ASSET PURCHASE AGREEMENT AGREEMENT (hereinafter, together with the Exhibits annexed hereto, the "Agreement"), made and entered into as of the 13th day of January, 1998, by and among CHRONIMED INC., a Minnesota corporation ("Purchaser"), and DIA-SCREEN CORPORATION, a Minnesota corporation ("Seller"). RECITALS: 1. Seller is in the business of developing, manufacturing and marketing dry reagent diagnostic products which monitor a variety of chemistries found in the body, including urine diagnostic and blood glucose monitoring products. 2. Purchaser desires to purchase and acquire certain assets and business of Seller, and Seller is willing to sell said assets and business to Purchaser, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the purchase and sale of the

Medgenesis Inc – ODM DISTRIBUTOR AGREEMENT (October 23rd, 2000)

EXHIBIT 10.16 ODM DISTRIBUTOR AGREEMENT This AGREEMENT made this 27th day of July 2000, by and between: Apex Biotechnology Corp. (hereinafter called Apex) and 2F No 1 Innovation Rd 11 Hsinchu Science - Based Industrial Park Hsinchu Taiwan ROC MEDGENESIS INC 5182 West 76th Street Minneapolis MN 55439 USA (hereinafter called "MEDGENESIS") WITNESSETH WHEREAS Apex is the manufacturer of the product (hereinafter called "THE PRODUCT"), and desires competent assistance in distribution of THE PRODUCT in "THE TERRITORY" as described below. WHEREAS MEDGENESIS represents its capabilities of rendering such assistance; NOW THEREFORE, in consideration of the cooperation, both parties agree as follows: ARTICLE 1: DEFINITIONS 1-1. "THE PRODUCT" shall mean the products, specified in EXHIBIT A attached hereto and made a part hereof this Agreement, manufactured by Apex und

Medgenesis Inc – ASSET PURCHASE AGREEMENT (September 22nd, 2000)

EXHIBIT 10.10 ASSET PURCHASE AGREEMENT AGREEMENT (hereinafter, together with the Exhibits annexed hereto, the "Agreement"), made and entered into as of the 13th day of January, 1998, by and among CHRONIMED INC., a Minnesota corporation ("Purchaser"), and DIA-SCREEN CORPORATION, a Minnesota corporation ("Seller"). RECITALS: 1. Seller is in the business of developing, manufacturing and marketing dry reagent diagnostic products which monitor a variety of chemistries found in the body, including urine diagnostic and blood glucose monitoring products. 2. Purchaser desires to purchase and acquire certain assets and business of Seller, and Seller is willing to sell said assets and business to Purchaser, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the purchase and sale of the

Medgenesis Inc – ODM DISTRIBUTOR AGREEMENT (September 22nd, 2000)

EXHIBIT 10.11 ODM DISTRIBUTOR AGREEMENT This AGREEMENT made this 27th day of July 2000, by and between: [XXX] (hereinafter called [XXX]) and MEDGENESIS INC 5182 West 76th Street Minneapolis MN 55439 USA (hereinafter called "MEDGENESIS") WITNESSETH WHEREAS [XXX] is the manufacturer of the product (hereinafter called "THE PRODUCT"), and desires competent assistance in distribution of THE PRODUCT in "THE TERRITORY" as described below. WHEREAS MEDGENESIS represents its capabilities of rendering such assistance; NOW THEREFORE, in consideration of the cooperation, both parties agree as follows: ARTICLE 1: DEFINITIONS 1-1. "THE PRODUCT" shall mean the products, specified in EXHIBIT A attached hereto and made a part hereof this Agreement, manufactured by [XXX] under "Assure" label or under the MEDGENESIS designated private label and exclusively distribu

Medgenesis Inc – CREDIT AGREEMENT (July 31st, 2000)

CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of July 10, 2000, is by and between MEDGENESIS, INC., a Minnesota corporation (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"). ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.1 Defined Terms. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require): "Advance": The portion of the outstanding Loans bearing interest at an identical rate for an identical Interest Period, provided that all Reference Rate Advances shall be deemed a single Advance. An Advance may be a "Eurodollar Advance" or "Reference Rate Advance" (each, a "type" of Advance). "Adverse Event": The occurrence of any event that c

Medgenesis Inc – PURCHASE AND PRICE AGREEMENT (July 31st, 2000)

PURCHASE AND PRICE AGREEMENT THIS AGREEMENT is entered into by and between Chronimed, Inc. ("Seller"), having its principal place of business at 10900 Red Circle Drive, Minnetonka, Minnesota 55343 and XXXX ("Buyer"), whose mailing address is XXXX. This Agreement sets forth the terms and conditions for the sale of the products set forth in the attached price list by Seller and the purchase of the Products by Buyer. 1. Exclusive Purchase Terms. During the term of this Agreement, Buyer agrees to use Seller as its dual source provider of blood glucose meters and lancets according to the terms of this Agreement. Buyer shall purchase such quantities of the Products as it desires by issuing individual purchase orders to Seller as authorization to ship Products. To continue receiving the pricing provided in this Agreement, Buyer must continue to purchase a minimum of $XXX of Chronimed Products each quarter during the period of this contract. Buyer's pu

Medgenesis Inc – 2000 LONG-TERM INCENTIVE PLAN (July 31st, 2000)

MEDGENESIS INC. 2000 LONG-TERM INCENTIVE PLAN The MEDGENESIS INC. 2000 Long-Term Incentive Plan (hereinafter called the "Plan") was adopted by the Board of Directors of MEDGENESIS INC., a Minnesota corporation (hereinafter called the "Company"), effective as of July 18, 2000. ARTICLE 1 PURPOSE The purpose of the Plan is to attract and retain the services of key management employees of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of restricted stock awards that will (a) increase the interest of such persons in the Company's welfare; (b) furnish an incentive to such persons to continue their services for the Company; and (c) provide a means through which the Company may attr

Medgenesis Inc – PROMISSORY NOTE (July 31st, 2000)

PROMISSORY NOTE $674,900.00 Minnetonka, MN For Value Received, Maurice R. Taylor ("Maker") hereby promises to pay to the order of MEDgenesis Inc. ("Holder") the principal sum of Six Hundred Seventy-four Thousand Nine Hundred Dollars ($674,900.00), together with interest accrued as provided herein, on December 31, 2001. Maker shall pay Holder interest on the unpaid principal balance due at a rate equal to the US Bank Minneapolis reference rate, as published by US Bank Minneapolis from time to time, plus one-half percent (1/2 %), with interest to begin accruing upon the date of execution hereof. Maker shall pay Holder installments of principal in the amount of $25,000.00 and accrued interest on a quarterly basis, with the first payment of principal and accrued interest to be paid on October 31, 2000. Maker may prepay this Promissory Note in part or in whole without penalty at any

Medgenesis Inc – SUB-LICENSE AGREEMENT (July 31st, 2000)

SUB-LICENSE AGREEMENT THIS AGREEMENT is entered by and between Chronimed Inc., 10900 Red Circle Drive, Minnetonka, Minnesota, a Minnesota corporation ("Chronimed"), and MEDgenesis Inc., 5182 W. 76th Street, Edina, Minnesota, a Minnesota corporation ("MEDgenesis"), effective June 29, 2000. WHEREAS, Chronimed is a licensee of certain rights, and maintains corresponding responsibilities, under a February 18, 1993 Patent and Know-How Agreement with Licensor Hypoguard Ltd. ("License Agreement"), to manufacture, distribute and sell certain blood glucose test products, and WHEREAS, prior to incorporation as MEDgenesis, MEDgenesis operated as the Diagnostic Products division of Chronimed and as a division performed all of Chronimed's rights and responsibilities under the License Agreement, and WHEREAS, Chronimed has incorporated MEDgenesis and is MEDgenesis' sole shareholder, and WHEREAS, Chronimed and MEDgenesi

Medgenesis Inc – LEASE AGREEMENT (May 5th, 2000)

EXHIBIT 10.8.2 LEASE AGREEMENT THIS LEASE (the "Lease") is executed this 27th day of October, 1998, by and between DUKE REALTY MINNESOTA, LLC, a Minnesota limited liability company ("Landlord"), and CHRONIMED, INC., a Minnesota corporation ("Tenant") WITNESSETH: ARTICLE I - LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definitions. A. Leased Premises (shown outlined on Exhibit A attached hereto): Edina Interchange V, 5182 West 76(degree)' Street, Edina, Minnesota 55435; B. Rentable Area: approximately 25,420 square feet Landlord shall use commercially reasonable standards, consistently applied, in determining the Rentable Area and the rentable area of the Building. Landlord's determination of Rentable Area shall conclusively be deemed correct for all purposes hereunder. C.

Medgenesis Inc – MANUFACTURING AGREEMENT (May 5th, 2000)

EXHIBIT 10.8.7 MANUFACTURING AGREEMENT AGREEMENT, made as of this 26th day of September, 1996, between XXXXXXXXXXXX CORPORATION, a corporation organized and existing under the laws of the State of Delaware, United States of America ("XXX"), and CHRONIMED, INC., a corporation with a principal place of business at 13911 Ridgedale Drive, Suite 250, Minnetonka, Minnesota 55305 ("CHRONIMED"). WHEREAS, CHRONIMED desires XXX to manufacture these certain blood glucose meters known as the CHRONIMED Supreme II System (including subsequent revisions of the Supreme II System) subject to the terms and conditions set forth herein; and WHEREAS, XXX is in the business of manufacturing certain blood glucose meters; and NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the parties hereto agree as follows: SECTIONS 1: DEFINITIONS When used in this

Medgenesis Inc – EMPLOYEE STOCK PURCHASE PLAN OF 1995 (May 5th, 2000)

EXHIBIT 10.4 CHRONINIED INC. EMPLOYEE STOCK PURCHASE PLAN OF 1995 Section 1. Purpose: This Employee Stock Purchase Plan ("Plan") is intended to advance the interests of CHRONINIED INC. ("Company") and its shareholders by enabling the Company attract and retain in its employ men and women of training, experience and ability. The Plan will give employees an opportunity to acquire a proprietary interest in the success of the Company the purchase of Common Stock on a favorable basis and thereby furnish an additional incentive to such employees in the successful conduct and development of the business .;!- ?~-:.: Company. It is intended that options issued pursuant to this Plan shall constitute options issued pursuant to an "employee stock purchase plan" within the meaning of Section 423 of the Code as defined below. Section 2. Definitions: For purposes of the Plan, the terms s

Medgenesis Inc – PURCHASE AND PRICE AGREEMENT (May 5th, 2000)

EXHIBIT 10.2 PURCHASE AND PRICE AGREEMENT THIS AGREEMENT is entered into by and between MEDgenesis Inc. ("Seller"), having its principal place of business at 5182 W. 76th Street, Edina, Minnesota 55439 and Home Service Medical & Pharmacy, Inc. ("Buyer"), whose mailing address is 10900 Red Circle Drive, Minnetonka, Minnesota 55343. This Agreement sets forth the terms and conditions for the sale of the products set forth in the attached price list by Seller and the purchase of the Products by Buyer. 1. Exclusive Purchase Terms. During the term of this Agreement, Buyer agrees to use Seller as a source of Seller-branded blood glucose meters, urine strips, infusion sets, and lancets according to the terms of this Agreement. Buyer shall purchase such quantities of the Products as it desires by issuing individual purchase orders to Seller as authorization to ship Products. To continue receivi

Medgenesis Inc – TRANSITION SERVICES AGREEMENT (May 5th, 2000)

EXHIBIT 10.1 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT, effective as of ________, 2000 (the "Agreement") is by and between MEDgenesis Inc., a Minnesota corporation ("MEDgenesis"), and Chronimed Inc., a Minnesota corporation ("Chronimed"). RECITALS: 1. Chronimed has formed MEDgenesis as a wholly-owned subsidiary of Chronimed, and contributed to MEDgenesis the business (the "Business") and assets of Chronimed's Diagnostic Products Division. 2. Chronimed and MEDgenesis have entered into a Distribution and Spin-Off Agreement dated as of the date hereof (the "Distribution Agreement") under which Chronimed will distribute all of the outstanding stock of MEDgenesis to the shareholders of Chronimed. The effective date of such distribution (the "Effective Date") is the close of business on June 30, 2000. 3. The Distribution Agreemen

Medgenesis Inc – 2000 STOCK OPTION PLAN (May 5th, 2000)

EXHIBIT 10.3 MEDGENESIS INC. 2000 STOCK OPTION PLAN ARTICLE I ESTABLISHMENT AND PURPOSE 1.1 ESTABLISHMENT. MEDgenesis Inc., a Minnesota Corporation ("Company"), hereby establishes a stock option plan for employees and others providing services to the Company, as described herein, which shall be known as the "2000 STOCK OPTION PLAN" ("Plan"). The Plan permits the granting of Nonstatutory Stock Options and Incentive Stock Options. 1.2 PURPOSE. The purposes of this Plan are to enhance shareholder investment by attracting, retaining, and motivating employees and consultants of the Company and to encourage stock ownership by such employees and consultants by providing them with a means to acquire a proprietary interest in the Company's success. ARTICLE II

Medgenesis Inc – LEASE (May 5th, 2000)

EXHIBIT 10.8.1 LEASE THIS LEASE, made and entered into this 10th day of June 1997, by and between JORANDCOR, INC., a Minnesota corporation (hereinafter referred to as "Landlord"), and CHRONIMED, INC., a Minnesota corporation (hereinafter referred to as "Tenant"); WITNESETH: 1. LEASED PREMISES. In consideration of the rents, terms, provisions and covenants of this Lease, Landlord hereby leases, lets and demises to Tenant that portion of the following described premises outlined in red on Exhibit A attached hereto, and designated "leased premises" (hereinafter referred to as the "Leased Premises"), and containing 18,040 square feet, situated in the building located at 6214-6222 Bury Drive, including the nonexclusive right to use the common areas identified on Exhibit A. 2. TERM. Subject to and upon the conditions set forth below, the term of this Lease shall commence on Septem

Medgenesis Inc – RIGHTS PLAN AGREEMENT (May 5th, 2000)

EXHIBIT 4.1 MEDGENESIS INC. and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS PLAN AGREEMENT Dated as of _____________,2000 TABLE OF CONTENTS Page Section 1. Certain Definitions........................................1 Section 2. Appointment of Rights Agent................................5 Section 3. Issue of Right Certificates................................6 Section 4. Form of Right Certificates.................................7 Section 5. Countersignature and Registration..........................8 Section 6. Transfer, Split Up, Combination and Exchange of Right Certif

Medgenesis Inc – EMPLOYMENT AGREEMENT (May 5th, 2000)

EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT, made effective as of the first day of July, 1999, entered into by and between CHRONIMED INC, a Minnesota corporation (the "Company") and MAURICE R. TAYLOR, II (the "Employee"). WHEREAS, the Company desires to employ the Employee as its Chairman and Chief Executive Officer (CEO) in accordance with the following terms, conditions and provisions; and WHEREAS, the Employee desires to perform such services for the Company, all in accordance with the following terms, conditions and provisions; NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows: 1. EMPLOYMENT AND DUTIES. The Company hereby continues Employee's employment, and Employee hereby accepts and agrees to serve the Company as the Company's Chairman and CEO, consistent with the job description for this position, and w

Medgenesis Inc – AGREEMENT (May 5th, 2000)

EXHIBIT 10.8.5 AGREEMENT AGREEMENT entered by and between Chronimed Inc., a Minnesota corporation ("CHMD") and XXX Corporation, a _____________ corporation ("XXX") executed and deemed effective_____________, ________ (the "Effective Date"). WHEREAS, XXX is the owner of certain proprietary know-how, technology and patent rights ("Proprietary Technology," as defined in more detail below) relating to blood glucose test strips and meters, and WHEREAS, CHMD desires to obtain a worldwide, non-exclusive, license to manufacture, distribute, market and sell a blood glucose test embodying the Proprietary Technology developed by XXX, all on the terms and conditions set forth herein below; NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties herein contained, the parties hereby agree as follows: 1. DEFINITIONS 1.1 "PROPRIE

Medgenesis Inc – DISTRIBUTION AGREEMENT (May 5th, 2000)

EXHIBIT 10.8.3 DISTRIBUTION AGREEMENT THIS AGREEMENT, made and entered into by and between XXX, with the postal address XXXX, Marketing company for XXX, with the postal address XXXX, hereafter to be referred to as the Vendor, and CHRONIMEB INC, with the postal address 13911 Ridgedale Drive, Minnetonka, Minnesota 55305, USA, hereafter to be referred to as the Distributor. WHEREAS, the Vendor is engaged in manufacturing, distributing and sales of certain Products, for which the Vendor desires an assured market opportunity; and WHEREAS, the Vendor recognizes that the execution of this Agreement with the Distributor will enable the Vendor to effectively distribute these Products in due Territory specified herein and which should increase its share in MARKETPLACE; and WHEREAS, the Distributor has familiarized itself with and has determined the clinical performance and sales potential of the Vendor's Products and now wi