Rubicon Medical Inc Sample Contracts

Rubicon Medical Corp – OPTION AGREEMENT (April 15th, 2005)

Exhibit 10.3 AMENDED AND RESTATED OPTION AGREEMENT This AMENDED AND RESTATED OPTION AGREEMENT, dated as of April 13, 2005 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and David B. Berger ("Stockholder"). WHEREAS, on October 29, 2003, the parties hereto entered into the original Option Agreement (the "Original Option Agreement"), and the parties hereto wish to amend and restate the Original Option Agreement in its entirety as follows; WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of comm

Rubicon Medical Corp – AMENDMENT OF DISTRIBUTORSHIP AGREEMENT (April 15th, 2005)

Exhibit 10.6 AMENDMENT OF DISTRIBUTORSHIP AGREEMENT This Amendment of Distributorship Agreement ("Termination Agreement") is made and entered into as of the 17th day of February, 2005 between Rubicon Medical Inc, a U.S. corporation with its principal offices at 3598 W. 1820 South, Salt Lake City, Utah, 84119, USA ("Rubicon Medical"), and NGC Medical Spa, an Italian corporation with its principal offices at Novedrate (CO), via Provinciale 35, ITALY ("Distributor"). WHEREAS, Rubicon Medical and Distributor entered into that certain Distributorship Agreement dated as of February 6, 2004 (the "Distributorship Agreement"); and WHEREAS, Rubicon Medical and Distributor now wish to amend the Distributorship Agreement in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants and agreements herein contained, Rubicon Medical and Distributor agree as follows: 1. The Distributorship Agreement is hereby amended by inserting the following par

Rubicon Medical Corp – OPTION AGREEMENT (April 15th, 2005)

Exhibit 10.5 AMENDED AND RESTATED OPTION AGREEMENT This AMENDED AND RESTATED OPTION AGREEMENT, dated as of April 13, 2005 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Richard J. Linder ("Stockholder"). WHEREAS, on October 29, 2003, the parties hereto entered into the original Option Agreement (the "Original Option Agreement"), and the parties hereto wish to amend and restate the Original Option Agreement in its entirety as follows; WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of c

Rubicon Medical Corp – INDUSTRIAL LEASE (April 15th, 2005)

Exhibit 10.7 INDUSTRIAL LEASE THIS LEASE is made this 21st day of July, 2004, by and between WDCI, INC., a Hawaii corporation ("Landlord") and Rubicon Medical Inc., a Utah corporation ("Tenant"): 1. BASIC TERMS. 1.01 Basic Terms. (A) Landlord: WDCI, INC., a Hawaii corporation. (B) Tenant: Rubicon Medical, Inc., a Utah corporation. (C) Address of Tenant: 3598 West 1820 South, Salt Lake City, Utah 84109 (D) Premises: Space in the industrial building located at 3598 West 1820 South, Salt Lake City, Utah, which Premises are outlined on Exhibit A attached hereto for the purposes of identification. (E) Building: The Building in which the Premises are located. (F) Proj

Rubicon Medical Corp – OPTION AGREEMENT (April 15th, 2005)

Exhibit 10.2 AMENDED AND RESTATED OPTION AGREEMENT This AMENDED AND RESTATED OPTION AGREEMENT, dated as of April 13, 2005 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Berger Family Enterprises, a Utah family limited partnership ("Stockholder"). WHEREAS, on October 29, 2003, the parties hereto entered into the original Option Agreement (the "Original Option Agreement"), and the parties hereto wish to amend and restate the Original Option Agreement in its entirety as follows; WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, col

Rubicon Medical Corp – TRANSACTION AGREEMENT (April 15th, 2005)

Exhibit 10.1 AMENDED AND RESTATED TRANSACTION AGREEMENT among BOSTON SCIENTIFIC CORPORATION, NEMO I ACQUISITION, INC., RICHARD J. LINDER (in his capacity as Stockholders' Representative) and RUBICON MEDICAL CORPORATION Dated as of April 13, 2005 TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.01. Definitions.....................................................2 Article II SUBSCRIPTION Section 2.01. Subscription...............

Rubicon Medical Corp – OPTION AGREEMENT (April 15th, 2005)

Exhibit 10.4 AMENDED AND RESTATED OPTION AGREEMENT This AMENDED AND RESTATED OPTION AGREEMENT, dated as of April 13, 2005 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Richard J. and Marla A. Linder Family Limited Partnership, a Utah family limited partnership ("Stockholder"). WHEREAS, on October 29, 2003, the parties hereto entered into the original Option Agreement (the "Original Option Agreement"), and the parties hereto wish to amend and restate the Original Option Agreement in its entirety as follows; WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Own

Rubicon Medical Corp – DISTRIBUTORSHIP AGREEMENT (November 16th, 2004)

Exhibit 10.1 DISTRIBUTORSHIP AGREEMENT This Distributorship Agreement ("Agreement") is made as of the 6th day of February, 2004 (Effective Date) between Rubicon Medical Inc, a U.S. corporation with its principal offices at 3598 W. 1820 South, Salt Lake City, Utah, 84119, USA ("Rubicon Medical"), and NGC Medical Spa, an Italian corporation with its principal offices at Novedrate (CO), via Provinciale 35, ITALY ("Distributor"). WHEREAS, Rubicon Medical manufactures and sells the medical devices and products listed on Annex 1 to this Agreement (the "Products"); and WHEREAS, Distributor wishes to distribute the Products in the countries and/or geographic regions described on Annex 2 to this Agreement (the "Territory"), and Rubicon Medical is willing to authorize Distributor to do so, all on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the covenants and agreements herein contained, Rubicon Medical and Distributor agree as f

Rubicon Medical Corp – MASTER LICENSE AGREEMENT (November 16th, 2004)

Exhibit 10.2 MASTER LICENSE AGREEMENT THIS AGREEMENT is by and between SurModics, Inc., a corporation of the State of Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344 (hereinafter referred to as SURMODICS), and Rubicon Medical Inc., a Utah corporation, which has an office at 2064 West Alexander, Salt Lake City, UT 84119 (hereinafter referred to as RUBICON). WHEREAS, SURMODICS is engaged in biological, chemical and technical research and has developed a body of technology and know-how, including reagents, processes, and devices which the parties believe will improve the performance of various products and processes of RUBICON. WHEREAS, the technology of SURMODICS includes confidential information (including trade secrets and other know-how) which is proprietary to SURMODICS and SURMODICS is in the process of securing patent coverage for certain items of its technology, and continues to maintain the confidentiality of other

Rubicon Medical Corp – FIRST AMENDMENT OF TRANSACTION AGREEMENT (November 16th, 2004)

Exhibit 10.3 FIRST AMENDMENT OF TRANSACTION AGREEMENT This First Amendment of Transaction Agreement (this "Agreement") is entered into as of September 30, 2004, by and among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Richard J. Linder ("Linder") (in his capacity as Stockholders' Representative). Parent, Purchaser, the Company and Linder are sometimes referred to herein collectively as the "Parties" and individually as a "Party." A. The Parties have entered into a Transaction Agreement dated as of October 29, 2003 (the "Transaction Agreement") providing, among other things, for the purchase by Parent of 1,090,147 shares of the Preferred Stock of the Company and for Purchaser to acquire all the outstanding capital stock of the Company in accordance w

Rubicon Medical Corp – EMPLOYMENT AGREEMENT (March 29th, 2004)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into effective as of the 1st day of October, 2003, by and between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Richard J. Linder ("Executive"). PREMISES A. The Company desires to employ Executive as its President and Executive desires to accept employment in such position. B. The parties desire to enter into this Agreement to set forth each party's rights and obligations under the employment relationship. AGREEMENT NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants contained herein and of the mutual benefits to be derived hereunder, the parties agree as follows: 1. Employment. Company hereby employs Executive as President and Chief Executive Officer ("CEO") of the Company to perform those duties customa

Rubicon Medical Corp – ASSIGNMENT AND ASSUMPTION OF LEASE (March 29th, 2004)

Exhibit 10.2 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is made as of the 1st day of December, 2003, by and between: Catheter Innovations, Inc., the Assignor, having a notice address of One Boston Scientific Place, Natick, MA 01760-1537, Attn. Larry Knopf and Rubicon Medical, Inc., Assignee, a corporation incorporated under the laws of the State of Utah, having a notice address of 218 W 12650 S, Draper UT 84020. WITNESSETH: WHEREAS, Assignor (as "Tenant") and WDCI, Inc., Landlord, made and entered into a certain Lease Agreement dated July 1, 1996, as amended by a First Amendment to Lease dated July 1, 1999, and as amended by a Second Amendment to Lease dated November 15, 2001, (collectively the "Lease"), demising certain leased premises located at 3594, 3596, 3598 West 1820 South, Salt Lake City, Utah, containing approximately 30,500 square feet of floor area,

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT (November 14th, 2003)

Exhibit 10.5 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Dennis M. Nasella ("Indemnitee"). RECITALS A. Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company. B. The Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance, the significant cost of such insurance and the periodic reduction in the coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in litigation subjecting directors and officers to expensive litigation risks at the same time such liability insurance is being severely limited. D. The Company's bylaws (the "Bylaws") provide for the indemnification o

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT (November 14th, 2003)

Exhibit 10.4 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Richard J. Linder ("Indemnitee"). RECITALS A. Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company. B. The Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance, the significant cost of such insurance and the periodic reduction in the coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in litigation subjecting directors and officers to expensive litigation risks at the same time such liability insurance is being severely limited. D. The Company's bylaws (the "Bylaws") provide for the indemnification o

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT (November 14th, 2003)

Exhibit 10.3 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Randall Higashida ("Indemnitee"). RECITALS A. Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company. B. The Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance, the significant cost of such insurance and the periodic reduction in the coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in litigation subjecting directors and officers to expensive litigation risks at the same time such liability insurance is being severely limited. D. The Company's bylaws (the "Bylaws") provide for the indemnification o

Rubicon Medical Corp – 2001 STOCK PLAN (November 14th, 2003)

Exhibit 10.1 AMENDED AND RESTATED RUBICON MEDICAL CORPORATION 2001 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 shall be Nonstatutory Stock Options. 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 appointed pursuant to Section 4 of the Plan. (b) "APB 25" means Opinion 25 of the Accounting Principles Board, as amended, and any successor thereof. (c) "Applicable Laws" means the legal requirements relating to the administration

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT (November 14th, 2003)

Exhibit 10.2 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and David B. Berger ("Indemnitee"). RECITALS A. Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company. B. The Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance, the significant cost of such insurance and the periodic reduction in the coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in litigation subjecting directors and officers to expensive litigation risks at the same time such liability insurance is being severely limited. D. The Company's bylaws (the "Bylaws") provide for the indemnification of

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT (November 14th, 2003)

Exhibit 10.7 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Brian Woolf ("Indemnitee"). RECITALS A. Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company. B. The Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance, the significant cost of such insurance and the periodic reduction in the coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in litigation subjecting directors and officers to expensive litigation risks at the same time such liability insurance is being severely limited. D. The Company's bylaws (the "Bylaws") provide for the indemnification of the

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT (November 14th, 2003)

Exhibit 10.6 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into between Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Harold R. Wolcott ("Indemnitee"). RECITALS A. Indemnitee is a director or officer of the Company and in such capacity is performing valuable services for the Company. B. The Company and Indemnitee recognize the difficulty in obtaining directors' and officers' liability insurance, the significant cost of such insurance and the periodic reduction in the coverage of such insurance. C. The Company and Indemnitee further recognize the substantial increase in litigation subjecting directors and officers to expensive litigation risks at the same time such liability insurance is being severely limited. D. The Company's bylaws (the "Bylaws") provide for the indemnification o

Rubicon Medical Corp – OPTION AGREEMENT (November 13th, 2003)

Exhibit 10.4 OPTION AGREEMENT This OPTION AGREEMENT, dated as of October 29, 2003 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and David B. Berger ("Stockholder"). WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of common stock, par value $.001 per share ("Common Stock"), of Rubicon Medical Corporation, a Delaware corporation (the "Company"); WHEREAS, pursuant to an agreement dated July 17, 2003 (the "Term Sheet") among Parent, the Company, Stockholder, Richard J. Linder ("Linder") and Berg

Rubicon Medical Corp – TRANSACTION AGREEMENT (November 13th, 2003)

Exhibit 10.1 TRANSACTION AGREEMENT among BOSTON SCIENTIFIC CORPORATION, NEMO I ACQUISITION, INC., RICHARD J. LINDER (in his capacity as Stockholders' Representative) and RUBICON MEDICAL CORPORATION Dated as of October 29, 2003 TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.01. Definitions...................................................2 Article II SUBSCRIPTION Section 2.01. Subscription..................................................9 Section 2.02. Clo

Rubicon Medical Corp – REGISTRATION RIGHTS AGREEMENT (November 13th, 2003)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 2003, among Rubicon Medical Corporation, a Delaware corporation (the "Company"), Boston Scientific Corporation, a Delaware corporation ("Parent"), and Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). WHEREAS, pursuant to an agreement dated July 17, 2003 (the "Term Sheet"), among Parent, the Company, Berger Family Enterprises, a Utah family limited partnership, David B. Berger and Richard J. Linder, Parent purchased 2,000,000 shares of the Company's common stock, par value $0.001 ("Common Stock"), for $2 million in cash (the "First Equity Investment"); WHEREAS, Parent, Purchaser and the Company have entered into a transaction agreement, dated as of the date hereof (the "Transaction Agreement"; capitalized terms used herein and not otherwise defined herei

Rubicon Medical Corp – OPTION AGREEMENT (November 13th, 2003)

Exhibit 10.6 OPTION AGREEMENT This OPTION AGREEMENT, dated as of October 29, 2003 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Richard J. Linder ("Stockholder"). WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of common stock, par value $.001 per share ("Common Stock"), of Rubicon Medical Corporation, a Delaware corporation (the "Company"); WHEREAS, pursuant to an agreement dated July 17, 2003 (the "Term Sheet") among Parent, the Company, Stockholder, David B. Berger ("Berger") and Berg

Rubicon Medical Corp – OPTION AGREEMENT (November 13th, 2003)

Exhibit 10.3 OPTION AGREEMENT This OPTION AGREEMENT, dated as of October 29, 2003 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Berger Family Enterprises, a Utah family limited partnership ("Stockholder"). WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of common stock, par value $.001 per share ("Common Stock"), of Rubicon Medical Corporation, a Delaware corporation (the "Company"); WHEREAS, pursuant to an agreement dated July 17, 2003 (the "Term Sheet") among Parent, the Company, Stoc

Rubicon Medical Corp – INDEMNIFICATION AGREEMENT - CONTROLLING STOCKHOLDERS (November 13th, 2003)

Exhibit 10.7 INDEMNIFICATION AGREEMENT - CONTROLLING STOCKHOLDERS This INDEMNIFICATION AGREEMENT, dated as of September 26, 2003, is made and entered into among Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Berger Family Enterprises, a Utah family limited partnership, David B. Berger, Richard J. and Marla A. Linder Family Limited Partnership, a Utah family limited partnership, and Richard J. Linder (each such person being referred to herein individually as an "Indemnitee" and collectively as the "Indemnitees"). RECITALS A. Indemnitees own beneficially and of record shares (the "Owned Shares") and options (the "Stock Options") to purchase shares (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of common stock, par value $.001 per share ("Common Stock"), of the Company. B. Boston Scientific Corporation ("Parent"), Nemo I Acquisition, Inc. ("Purchase

Rubicon Medical Corp – OPTION AGREEMENT (November 13th, 2003)

Exhibit 10.5 OPTION AGREEMENT This OPTION AGREEMENT, dated as of October 29, 2003 (this "Agreement"), is entered into among Boston Scientific Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and Richard J. and Marla A. Linder Family Limited Partnership, a Utah family limited partnership ("Stockholder"). WHEREAS, as of the date of this Agreement, Stockholder owns beneficially and of record the shares (the "Owned Shares") and options (the "Stock Options") to purchase shares as set forth on Schedule I attached hereto (such Owned Shares and Stock Options, collectively, the "Stockholder's Equity") of common stock, par value $.001 per share ("Common Stock"), of Rubicon Medical Corporation, a Delaware corporation (the "Company"); WHEREAS, pursuant to an agreement dated July 17, 2003 (the "Term Sheet")

Rubicon Medical Corp – PUBLIC RELATIONS SERVICES AGREEMENT (November 14th, 2002)

Exhibit 10.1 ------------ PUBLIC RELATIONS SERVICES AGREEMENT This Public Relations Services Agreement ("Agreement") is made and entered into this 19th day of July 2002 (the "Effective Date") by and between Rubicon Medical Corporation, a Utah Corporation ("Company") and Equity Capital Partners, Inc., a Florida Corporation ("Consultant"). R E C I T A L S: The Company desires to engage Consultant to perform certain public relations services for it, and Consultant desires, subject to the terms and conditions of this Agreement, to perform public relations services for the Company. NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as f

Rubicon Medical Corp – FIRST AMENDMENT TO EXCLUSIVE LICENSE AND DEVELOPMENT (October 16th, 2002)

FIRST AMENDMENT TO EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT RUBICON MEDICAL, INC. GUARDIAN RJL, INC. and ABBOTT LABORATORIES Dated October 7, 2002 FIRST AMENDMENT TO EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (the "Amendment") is entered into by and between Abbott Laboratories, an Illinois corporation having a principal place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-3500 ("Abbott") and Rubicon Medical, Inc., a Utah corporation having a principal place of business at 2064 West Alexander, Salt Lake City, Utah 84119 ("Rubicon") and Guardian RJL, Inc., a Delaware corporation, having a principal place of business at 218 West 12650 Sout

Rubicon Medical Corp – EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (October 16th, 2002)

EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT THIS EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (the "Agreement") is entered into as of June 29, 2000 ("Effective Date") by and among ABBOTT LABORATORIES, an Illinois corporation, having a principal place of business at 100 Abbott Park Road, Abbott Park, Illinois, 60064-3500 ("Abbott"), Rubicon Medical, Inc., a Utah corporation, having a principal place of business at 2064 West Alexander, Salt Lake City, Utah 84119 ("Rubicon") and Guardian RJL, Inc., a Delaware corporation, having a principal place of business at 218 West 12650 South, Draper, Utah 84020 ("Contractor"). BACKGROUND ---------- WHEREAS, Rubicon Medical, LC, a Utah Limited Liability Company also known as Rubicon Medical, LLC, and Rubicon Medical, a Limited Liability Company (the "Original Licensee"), obtained an option to an exclusive license to USC Patent Rights (as defined below), with the right to

Rubicon Medical Inc – 2001 STOCK PLAN (March 28th, 2002)

RUBICON MEDICAL CORPORATION 2001 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 or Nonstatutory 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 and the regulations promulgated thereunder. 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 appointed pursuant to Section 4 of the Plan. (b) "APB 25" means Opinio

Rubicon Medical Inc – MUTUAL RELEASE AND SETTLEMENT AGREEMENT (February 14th, 2002)

MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Mutual Release and Settlement Agreement ("Agreement") is entered into effective February 1, 2002, by and between Accurate Designs, Inc. ("ADI") and Harold Pearsall ("Pearsall") on one hand, and Rubicon Medical, Inc. ("Rubicon"), on the other. ADI, Pearsall and Rubicon are sometimes referred to collectively herein as the "Parties." RECITALS On April 17, 2000, Rubicon and ADI entered into an Asset Purchase Agreement, which was amended on March 16, 2001. In connection with the Amendment, Rubicon executed and delivered a Note to ADI ("Note"). Rubicon and Pearsall entered into an Employment Agreement dated April 17, 2000. Subsequently, Rubicon terminated the Employment Agreement. Certain disputes have arisen between the parties concerning their respective rights and obligations under the Asset Purchase Agreement, as amended, the Note and the Employment Agreement.

Rubicon Medical Inc – 2001 STOCK PLAN (December 5th, 2001)

Exhibit 10.1 RUBICON MEDICAL CORPORATION 2001 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 or Nonstatutory 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 and the regulations promulgated thereunder. 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 ap

Rubicon Medical Inc – PROMISSORY NOTE (December 5th, 2001)

Exhibit 10.2 $150,000.00(U.S.) Dated: September 29, 2001 PROMISSORY NOTE FOR VALUE RECEIVED, Rubicon Medical Corporation, a Delaware corporation ("Maker"), promises to pay to E.B. Berger, Inc. ("Holder"), or order, one hundred fifty thousand dollars ($150,000.00). 1. Payments. The principal on the obligation represented hereby shall be repaid in full on or before January 31, 2003: 2. Interest. The obligation shall bear seven and one half percent (7 1/2%) simple interest and be due and payable on January 31, 2003. 3. Type and place of Payments. Payment of principal and interest shall be made in lawful money of the United States of America to the above named Holder at its offices in Salt Lake City, Utah, or order. 4. Prepayment. Advance payment or payments may be made on the principal and interest, without penalt

Rubicon Medical Inc – 2001 STOCK PLAN (November 19th, 2001)

Exhibit 10.1 RUBICON MEDICAL CORPORATION 2001 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 or Nonstatutory 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 and the regulations promulgated thereunder. 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 ap

Rubicon Medical Inc – PROMISSORY NOTE (November 19th, 2001)

Exhibit 10.2 $150,000.00(U.S.) Dated: September 29, 2001 PROMISSORY NOTE FOR VALUE RECEIVED, Rubicon Medical Corporation, a Delaware corporation ("Maker"), promises to pay to E.B. Berger, Inc. ("Holder"), or order, one hundred fifty thousand dollars ($150,000.00). 1. Payments. The principal on the obligation represented hereby shall be repaid in full on or before January 31, 2003: 2. Interest. The obligation shall bear seven and one half percent (7 1/2%) simple interest and be due and payable on January 31, 2003. 3. Type and place of Payments. Payment of principal and interest shall be made in lawful money of the United States of America to the above named Holder at its offices in Salt Lake City, Utah, or order. 4. Prepayment. Advance payment or payments may be made on the principal and interest, without penalt